Exhibit 10.10


    Exhibit
      10.10

    


    SOUTH
      CAROLINA BANK AND TRUST, NATIONAL ASSOCIATION

    AMENDED
      AND RESTATED SUPPLEMENTAL EXECUTIVE RETIREMENT AGREEMENT 

    


    This
      Amended & Restated Supplemental Executive Retirement Agreement (the
“Agreement”) is adopted this 1st day of November, 2006, by and between SOUTH
      CAROLINA BANK AND TRUST, NATIONAL ASSOCIATION, a national commercial bank
      located in Orangeburg, South Carolina (the “Bank”) and RICHARD C. MATHIS (the
“Executive”). 

    


    This
      Agreement amends and restates the prior Supplemental Executive Retirement
      Agreement between the Bank and the Executive dated January 2, 2003 (the “Prior
      Agreement”). 

    


    The
      parties intend this Amended and Restated Agreement to be a material modification
      of the Prior Agreement such that all amounts earned and vested prior to December
      31, 2004 shall be subject to the provisions of Section 409A of the Code and
      the
      regulations promulgated thereunder.

    


    The
      purpose of this Agreement is to provide specified benefits to the Executive,
      a
      member of a
      select
      group of management or highly compensated employees who contribute materially
      to
      the continued growth, development, and future business success of the
Bank.
      This
      Agreement shall be unfunded for tax purposes and for purposes of Title I of
      the
      Employee Retirement Income Security Act of 1974 (“ERISA”), as amended from time
      to time. 

    


    Article
      1

    Definitions

    


    Whenever
      used in this Agreement, the following words and phrases shall have the meanings
      specified:

    


    
      	
              1.1

            	
              “Base
                Benefit Amount”
                means, with respect to the Employee, a maximum annual benefit of
                Sixty
                Five Thousand Dollars ($65,000).

            


    

    


    
      	
              1.2

            	
              “Beneficiary”
                means each designated person, or the estate of the deceased Executive,
                entitled to benefits, if any, upon the death of the Executive determined
                pursuant to Article 4.

            


    

    


    
      	
              1.3

            	
              “Beneficiary
                Designation Form”
                means the form established from time to time by the Plan Administrator
                that the Executive completes, signs, and returns to the Plan Administrator
                to designate one or more
                Beneficiaries.

            


    

    


    
      	
              1.4

            	
              “Board”
                means the Board of Directors of the Bank as from time to time
                constituted.

            


    

    


    
      	1.5	
              “Change
                in Control”
                means:

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

       

    

    
      	 	 	
              (1)

            	
              Any
                “person” (as that term is used in Sections 13(d) and 14(d)(2) of the
                Securities Exchange Act of 1934, as amended), other than (A) a trustee
                or
                other fiduciary holding securities under an employee benefit plan
                of the
                Holding Company or (B) Employee or a group of persons including Employee,
                is or becomes the beneficial owner (as that term is used in Section
                13(d)
                of the Securities Exchange Act of 1934), directly or indirectly,
                of 50% or
                more of the common voting stock of the Holding Company, the Bank
                or their
                successors;

            


    

    


    
      	 	 	
              (2)

            	
              There
                shall be any consolidation or merger of the Holding Company or the
                Bank in
                which such entity is not the continuing or surviving corporation
                or as a
                result of which the holders of the voting capital stock of the Holding
                Company or the Bank (as the case may be) immediately prior to the
                consummation of the transaction do not own more than 50% of the voting
                capital stock of the surviving corporation; or


            


    

    


    
      	 	 	
              (3)
                

            	
              There
                occurs the sale of all or substantially all of the stock of the Bank
                or of
                the assets of the Holding Company or the
                Bank.

            


    

    


    
      	
              1.6

            	
              “Code”
                means the Internal Revenue Code of 1986, as
                amended.

            


    

    


    
      	
              1.7

            	
              “Current
                Benefit Level”
                means an initial benefit amount of Forty Five Thousand Six Hundred
                Sixty
                Eight Dollars ($45,668) for the first Plan Year inflated at an annual
                rate
                of four percent (4%) until Normal Retirement Age with a maximum benefit
                equal to the Base Benefit Amount. 

            


    

    


    
      	
              1.8

            	
              “Disability”
                means Executive: (i) is unable to engage in any substantial gainful
                activity by reason of any medically determinable physical or mental
                impairment which can be expected to result in death or can be expected
                to
                last for a continuous period of not less than twelve (12) months;
                or (ii)
                is, by reason of any medically determinable physical or mental impairment
                which can be expected to result in death or can be expected to last
                for a
                continuous period of not less than twelve (12) months, receiving
                income
                replacement benefits for a period of not less than three (3) months
                under
                an accident and health plan covering employees of the Bank. Medical
                determination of Disability may be made by either the Social Security
                Administration or by the provider of an accident or health plan covering
                employees of the Bank. Upon the request of the Plan Administrator,
                the
                Executive must submit proof to the Plan Administrator of the Social
                Security Administration’s or the provider’s
                determination.

            


    

    


    
      	
              1.9

            	
              “Early
                Retirement”
                means the Executive’s Early Termination after attaining Early Retirement
                Age. 

            


    

    


    
      	
              1.10

            	
              “Early
                Retirement Age”
                means the Executive attaining age sixty-two (62).
                

            


    

    
      	
              1.11

            	
              “Early
                Termination”
                means Separation from Service before Normal Retirement Age except
                when such Separation from Service occurs: (i) following a Change
                in
                Control; or (ii) due to death,
                Disability, or Termination for Cause.


            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	1.12	
              “Effective
                Date”
                means July 1, 2006. 

            


    

    


    
      	1.13	
              “Holding
                Company”
                means
                SCBT
                Financial
                Corporation or such successor
                corporation.

            


    

    


    
      	
              1.14

            	
              “Net
                Income”
                means net income of the Holding Company, after taxes, determined
                using
                generally accepted accounting principles (GAAP) consistently applied
                by
                the certified public accountants retained by the Holding
                Company.

            


    

    


    
      	
              1.15

            	
              “Normal
                Retirement Age”
                means the Executive attaining age sixty-five
                (65).

            


    

    


    
      	
              1.16

            	
              “Normal
                Retirement Date”
                means the later of Normal Retirement Age or Separation from Service.
                

            


    

    


    
      	
              1.17

            	
              “Plan
                Administrator”
                means the plan administrator described in Article
                6.

            


    

    


    
      	
              1.18

            	
              “Performance
                Ratio”
is
                a fraction whereby the numerator is (a)
                the Net Income of the Holding Company and the book value of the total
                assets of the Holding Company determined as of the end of the Plan
                Year
                immediately preceding the occurrence of a distribution event as set
                forth
                in Article 2 or 3 and the denominator is (b) the Projected Net Income
                and
                Projected Total Assets as set forth in Exhibit A to this Agreement,
                determined as of the end of the Plan Year immediately preceding such
                distribution event. In
                no event shall the Performance Ratio be greater than one
                (1).

            


    

    


    
      	
              1.19

            	
              “Plan
                Year”
                means each twelve-month period commencing on January 1 and ending
                on
                December 31 of each year. The initial Plan Year shall commence on
                the
                Effective Date of this Agreement and end on the following December
                31.

            


    

    


    
      	
              1.20

            	
              “Separation
                from Service”
                means the termination of the Executive’s
                employment with
                the Bank for reasons other than death. Whether
                a Separation from Service takes place is determined based on the
                facts and
                circumstances surrounding the termination of the Executive’s employment
                and whether the Bank and the Executive intended for the Executive
                to
                provide significant services for the Bank following such termination.
                A
                termination of employment will not be considered a Separation from
                Service
                if:

            


    

    


    
      	 	
              (a)

            	
              the
                Executive continues to provide services as an employee of the Bank
                at an
                annual rate that is twenty percent (20%) or more of the services
                rendered,
                on average, during the immediately preceding three full calendar
                years of
                employment (or, if employed less than three years, such lesser period)
                and
                the annual remuneration for such services is twenty percent (20%)
                or more
                of the average annual remuneration earned during the final three
                full
                calendar years of employment (or, if less, such lesser period),
                or

            


    

     

    
      	
            	(b)	
              the
                Executive continues to provide services to the Bank in a capacity
                other
                than as an employee of the Bank at an annual rate that is fifty percent
                (50%) or more of the services rendered, on average, during the immediately
                preceding three full calendar years of employment (or if employed
                less
                than three years, such lesser period) and the annual remuneration
                for such
                services is fifty percent (50%) or more of the average annual remuneration
                earned during the final three full calendar years of employment (or
                if
                less, such lesser period). 

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	
              1.21

            	
              “Specified
                Employee”
                means a key employee (as defined in Section 416(i) of the Code without
                regard to paragraph 5 thereof) of the Bank if any stock of the Bank
                is
                publicly traded on an established securities market or
                otherwise.

            


    

    


    
      	1.22	
              “Termination
                for Cause”
                means Separation from Service for (1)
                the repeated failure of Employee to perform the responsibilities
                and
                duties for which he has been employed; (2) the commission of an act
                by
                Employee constituting dishonesty or fraud against the Holding Company
                or
                the Bank; (3) the conviction for or the entering of a guilty or no
                contest
                plea with respect to a felony; (4) habitual absenteeism, chronic
                alcoholism or any other form of substance abuse; or (5) the commission
                of
                an act by Employee involving gross negligence or moral turpitude
                that
                brings the Holding 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 Holding Company or any of its
                affiliates.

            


    

    


    Article
      2

    Distributions
      During Lifetime

    


    
      	
              2.1

            	
              Normal
                Retirement Benefit.
                Upon the Normal Retirement Date, the Bank shall distribute to the
                Executive the benefit described in this Section 2.1 in lieu of any
                other
                benefit under this Article. 

            


    

    
      	 	
              2.1.1

            	
              Amount
                of Benefit.
                The annual benefit under this Section 2.1 is equal
                to (a) the Base Benefit Amount, multiplied by (b) the applicable
                Performance Ratio. 

            


    

    


    
      	 	
              2.1.2

            	
              Distribution
                of Benefit.
                The Bank shall distribute the annual benefit to the Executive in
                twelve
                (12) equal monthly installments commencing on the first day of the
                month
                following the Normal Retirement Date. The annual benefit shall be
                distributed to the Executive for twenty (20)
                years.

            


    

    


    
      	
              2.2

            	
              Early
                Termination Benefit.
                Upon Early Termination, the Bank shall distribute to the Executive
                the
                benefit described in this Section 2.2 in lieu of any other benefit
                under
                this Article.

            


    

    


    
      
         

      

      
         

        
          

        

      

      
         

      

       

    

    
      	 	
              2.2.1

            	
              Amount
                of Benefit.
                The annual benefit under this Section 2.2 is equal to (a) the Current
                Benefit Level, determined as of the end of the Plan Year immediately
                preceding the Executive’s Early Termination, multiplied by (b) the
                applicable 

            


    

    Performance
      Ratio multiplied by (c) the applicable Vesting Percentage. For purposes of
      this
      Section 2.2, the Vesting Percentage shall be determined as follows:

    


    
      	
              Date
                Ranges

            	
              Vesting
                Percentage

            
	
              Jul
                1, 2006 - Dec 30, 2006

            	
              30%

            
	
              Dec
                31, 2006 - Dec 30, 2007

            	
              40%

            
	
              Dec
                31, 2007 - Dec 30, 2008

            	
              50%

            
	
              Dec
                31, 2008 - Dec 30, 2009

            	
              60%

            
	
              Dec
                31, 2009 - Dec 30, 2010

            	
              70%

            
	
              Dec
                31, 2010 - Dec 30, 2011 

            	
              80%

            
	
              Dec
                31, 2011 - Dec 30, 2012

            	
              90%

            
	
              Dec
                31, 2012 or Later

            	
              100%

            


    

    


    
      	 	
              2.2.2

            	
              Distribution
                of Benefit.
                The Bank shall distribute the benefit to the Executive in twelve
                (12)
                equal monthly installments commencing the first day of the month
                following
                Normal Retirement Age. The annual benefit shall be distributed to
                the
                Executive for twenty (20) years. 

            


    

    


    
      	
              2.3

            	
              Early
                Retirement Benefit.
                Upon Early Retirement, the Bank shall distribute to the Executive
                the
                benefit described in this Section 2.3 in lieu of any other benefit
                under
                this Article.

            


    

    


    
      	 	
              2.3.1

            	
              Amount
                of Benefit.
                The annual benefit under this Section 2.3 is equal to (a) One Hundred
                Percent (100%) of the Current Benefit Level, determined as of the
                end of
                the Plan Year immediately preceding the Executive’s Early Retirement,
                multiplied by (b) the applicable Performance Ratio.
                

            


    

    


    
      	 	
              2.3.2

            	
              Distribution
                of Benefit.
                The Bank shall distribute the benefit to the Executive in twelve
                (12)
                equal monthly installments commencing the first day of the month
                following
                Separation from Service. The annual benefit shall be distributed
                to the
                Executive for twenty (20) years.

            


    

    


    
      	
              2.4

            	
              Disability
                Benefit.
                If
                the Executive experiences a Disability which results in a Separation
                from
                Service prior to Normal Retirement Age, the Bank shall distribute
                to the
                Executive the benefit described in this Section 2.4 in lieu of any
                other
                benefit under this Article.

            


    

    


    
      	 	
              2.4.1

            	
              Amount
                of Benefit.
                The annual benefit under this Section 2.4 is equal to (a) One Hundred
                Percent (100%) of the Current Benefit Level, determined as of the
                end of
                the Plan Year immediately preceding the Executive’s Separation from
                Service, multiplied by (b) the applicable Performance
                Ratio.

            


    

    


    
      	 	
              2.4.2

            	
              Distribution
                of Benefit.
                The Bank shall distribute the benefit to the Executive in twelve
                (12)
                equal monthly installments commencing the first day of the month
                following
                Normal Retirement Age. The annual benefit shall be distributed to
                the
                Executive for twenty (20) years. 

            


    

    


    
      
         

      

      
         

        
          

        

      

      
         

      

       

    

    
      	
              2.5

            	
              Change
                in Control Benefit.
                Upon a Change in Control followed by a Separation from Service, the
                Bank
                shall distribute to the Executive the benefit described in this Section
                2.5 in lieu of any other benefit under this Article.
                

            


    

     

    
      	 	
              2.5.1

            	
              Amount
                of Benefit.
                The
                benefit under this Section 2.5 is the Base Benefit
                Amount.

            


    

    


    
      	 	
              2.5.2

            	
              Distribution
                of Benefit. 
                The
                Bank shall distribute the benefit to the Executive in twelve (12)
                equal
                monthly installments commencing the first day of the month following
                Normal Retirement Age. The annual benefit shall be distributed to
                the
                Executive for twenty (20) years. 

            


    

    


    
      	 	
              2.5.3

            	
              Establishment
                of a Domestic Grantor Trust upon a Change in Control.
                Upon a Change in Control, the Bank shall establish a domestic grantor
                trust which shall be used exclusively for the funding of benefits
                under
                the South Carolina Bank and Trust, Supplemental Executive Retirement
                Agreement and satisfying the claims of general creditors of the Bank
                in
                the event the Bank becomes insolvent. 

            


    

    


    
      	
              2.6

            	
              Restriction
                on Timing of Distribution. 
                Notwithstanding any provision of this Agreement to the contrary,
                if the
                Executive is considered a Specified Employee at Separation from Service
                under such procedures as established by the Bank in accordance with
                Section 409A of the Code, benefit distributions that are made upon
                Separation from Service may not commence earlier than six (6) months
                after
                the date of such Separation from Service. Therefore, in the
                event this Section 2.6 is applicable to the Executive, any distribution
                which would otherwise be paid to the Executive within the first six
                months
                following the Separation from Service shall be accumulated and paid
                to the
                Executive in a lump sum on the first day of the seventh month following
                the Separation from Service. All subsequent distributions shall be
                paid in
                the manner specified. 

            


    

    


    
      	
              2.7

            	
              Distributions
                Upon Income Inclusion Under Section 409A of the Code.
                Upon the inclusion of any portion of the amount accrued by the Bank
                with
                respect to the Bank’s obligations hereunder into the Executive’s income as
                a result of the failure of this non-qualified deferred compensation
                plan
                to comply with the requirements of Section 409A of the Code, to the
                extent
                such tax liability can be covered by the vested amount the Bank has
                accrued with respect to the Bank’s obligations hereunder, a distribution
                shall be made as soon as is administratively practicable following
                the
                discovery of the plan failure.

            


    

    


    
      	
              2.8

            	
              Change
                in Form or Timing of Distributions. 
                For distribution of benefits under this Article 2, the Executive
                and the
                Bank may, subject to the terms of Section 8.1, amend the Agreement
                to
                delay the timing or change the form of distributions.  Any such
                amendment: 

            


    

    


    
      	 	
              (a)

            	
              may
                not accelerate the time or schedule of any distribution, except as
                
                provided
                  in Section 409A of the Code and the regulations
                  thereunder;

              

            


    

    


    
      
         

      

      
         

        
          

        

      

      
         

      

       

    

    
      	 	
              (b)

            	
              must,
                for benefits distributable under Section 2.2, 2.4 and 2.5 be made
                at least
                twelve (12) months prior to the first scheduled
                distribution;

            


    

    
      	 	
              (c)

            	
              must,
                for benefits distributable under Sections 2.1, 2.2, 2.3, 2.4 and
                2.5,
                delay the commencement of distributions for a minimum of five (5)
                years
                from the date the first distribution was originally scheduled to
                be made;
                and

            


    

    
      	 	
              (d)

            	
               must
                take effect not less than twelve (12) months after the amendment
                is
                made.

            


    

    


    Article
      3

    Distribution
      at Death

    


    
      	
              3.1

            	
              Death
                During Active Service.
                If
                the Executive dies while in the active service of the Bank, the Bank
                shall
                distribute to the Beneficiary the benefit described in this Section
                3.1.
                These benefits shall be distributed in lieu of the benefits under
                Article
                2.

            


    

    


    
      	 	
              3.1.1

            	
              Amount
                of Benefit.
                The benefits under this Section 3.1 are equal
                to:

            


    

    
      	 	
              (a)
                

            	
              the
                Base Benefit Amount; plus

            


    

    
      	 	
              (b)
                

            	
              Two
                Hundred Fifty Thousand Dollars
                ($250,000).

            


    

    


    
      	 	
              3.1.2

            	
              Distribution
                of Benefit.
                The Bank shall distribute the benefits described in Section 3.1.1
                as
                follows: 

            


    

    


    
      	 	
              (a)
                

            	
              the
                benefit described in Section 3.1.1(a) shall be distributed to the
                Executive’s Beneficiary in
                twelve (12) equal monthly installments for ten (10) years commencing
                within thirty (30) days of receipt by the Bank of the Executive’s death
                certificate; plus

            


    

    
      	 	
              (b)
                

            	
              the
                benefit described in Section 3.1.1(b) shall be distributed to the
                Executive’s Beneficiary in a lump sum within thirty (30) days of receipt
                by the Bank of the Executive’s death
                certificate.

            


    

    


    
      	
              3.2

            	
              Death
                During Distribution of a Benefit.
                If
                the Executive dies after any benefit distributions have commenced
                under
                this Agreement but before receiving all such distributions, the Bank
                shall
                distribute to the Beneficiary the remaining benefits at the same
                time and
                in the same amounts
                that
                would have been distributed to the Executive had the Executive
                survived.

            


    

    


    
      	
              3.3

            	
              Death
                After Separation from Service But Before Benefit Distributions
                Commence. If
                the Executive is entitled to benefit distributions under this Agreement,
                but dies prior to the commencement of said benefit distributions,
                the Bank
                shall distribute to the Beneficiary the same benefits that the Executive
                was entitled to prior to death except that the benefit distributions
                shall
                commence within thirty (30) days following receipt by the Bank of
                the
                Executive’s death certificate.

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    Article
      4

    Beneficiaries

    


    
      	
              4.1

            	
              Beneficiary.
                The Executives shall have the right, at any time, to designate a
                Beneficiary(ies) to receive any benefit distributions under this
                Agreement
                upon the death of the Executive. The Beneficiary designated under
                this
                Agreement may be the same as or different from the beneficiary designation
                under any other plan of the Bank in which the Executive participates.
                

            


    

    


    
      	
              4.2

            	
              Beneficiary
                Designation: Change.
                The
                Executives shall designate a Beneficiary by completing and signing
                the
                Beneficiary Designation Form, and delivering it to the Plan Administrator
                or its designated agent. The Executive's beneficiary designation
                shall be
                deemed automatically revoked if the Beneficiary predeceases the Executive
                or if the Executive names a spouse as Beneficiary and the marriage
                is
                subsequently dissolved. The Executive shall have the right to change
                a
                Beneficiary by completing, signing and otherwise complying with the
                terms
                of the Beneficiary Designation Form and the Plan Administrator’s rules and
                procedures, as in effect from time to time. Upon the acceptance by
                the
                Plan Administrator of a new Beneficiary Designation Form, all Beneficiary
                designations previously filed shall be cancelled. The Plan Administrator
                shall be entitled to rely on the last Beneficiary Designation Form
                filed
                by the Executive and accepted by the Plan Administrator prior to
                the
                Executive’s death.

            


    

    


    
      	
              4.3

            	
              Acknowledgment.
                No
                designation or change in designation of a Beneficiary shall be effective
                until received, accepted and acknowledged in writing by the Plan
                Administrator or its designated
                agent.

            


    

    


    
      	
              4.4

            	
              No
                Beneficiary Designation.
                If
                the Executive dies without a valid beneficiary designation, or if
                all
                designated Beneficiaries predecease the Executive, then the Executive’s
                spouse shall be the designated Beneficiary. If the Executive has
                no
                surviving spouse, the benefits shall be made to the Executive's
                estate.

            


    

     

    
      	
              4.5

            	
              Facility
                of Distribution.
                If
                the Plan Administrator determines in its discretion that a benefit
                is to
                be distributed to a minor, to a person declared incompetent, or to
                a
                person incapable of handling the disposition of that person’s property,
                the Plan Administrator may direct distribution of such benefit to
                the
                guardian, legal representative or person having the care or custody
                of
                such minor, incompetent person or incapable person. The Plan Administrator
                may require proof of incompetence, minority or guardianship as it
                may deem
                appropriate prior to distribution of the benefit. Any distribution
                of a
                benefit shall be a distribution for the account of the Executive
                and the
                Executive’s Beneficiary, as the case may be, and shall be a complete
                discharge of any liability under the Agreement for such distribution
                amount.

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    Article
      5

    General
      Limitations

    


    
      	
              5.1

            	
              Termination
                for Cause.
                Notwithstanding any provision of this Agreement to the contrary,
                the Bank
                shall not distribute any benefit under this Agreement if the Executive’s
                employment with the Bank is terminated due to a Termination for
                Cause.

            


    

     

    
      	
              5.2

            	
              Removal. Notwithstanding
                any provision of this Agreement to the contrary, the Bank shall not
                distribute any benefit under this Agreement if the Executive is subject
                to
                a final removal or prohibition order issued by an appropriate federal
                banking agency pursuant to Section 8(e) of the Federal Deposit Insurance
                Act.

            


    

    


    
      	
              5.3

            	
              Forfeiture
                Provision.
                The
                Executive’s benefits under this Agreement shall be forfeited upon the
                Executive’s entering into “competition” with the Bank at any time during
                the twelve (12) month period after his employment is terminated for
                any
                reason. For purposes of this section, “competition” shall mean the
                Executive’s engaging in any manner, directly or indirectly, individually,
                as a stockholder, partner, member, consultant, or agent of any company
                or
                other business organization or otherwise that engages in the development,
                marketing, selling or maintenance of any line of business that the
                Bank
                actively conducts (the “Company Business”) in any county in which the
                Holding Company, the Bank or an affiliated entity has an office or
                facility (the “Noncompete Area”). 

            


    

    


    
      	 	
              Notwithstanding
                the previous sentence, “competition” shall not include the Executive’s
                ownership of no more than two percent (2%) of the debt or equity
                securities of corporations listed on a registered securities exchange
                that
                directly or indirectly engage in the Company Business in the Noncompete
                Area. In addition, the provisions of this Section 5.4 shall not apply
                if
                the Executive is terminated after a Change in
                Control (as defined in Section 1.5) for reasons other than Cause.
                

            


    

    


    Article
      6

    Administration
      of Agreement

    


    
      	
              6.1

            	
              Plan
                Administrator Duties.
                This Agreement shall be administered by a Plan Administrator which
                shall
                consist of the Board, or such committee or person(s) as the Board
                shall
                appoint. The Plan Administrator shall administer this Agreement according
                to its express terms and shall also have the discretion and authority
                to
                (i) make, amend, interpret and enforce all appropriate rules and
                regulations for the administra-tion of this Agreement and (ii) decide
                or
                resolve any and all ques-tions including interpretations of this
                Agreement, as may arise in connection with the Agreement to the extent
                the
                exercise of such discretion and authority does not conflict with
                Section
                409A of the Code and regulations
                thereunder.

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	
              6.2

            	
              Agents.
                In
                the administration of this Agreement, the Plan Administrator may
                employ
                agents and delegate to them such administrative duties as it sees
                fit,
                (including acting through a duly appointed representative), and may
                from
                time to time consult with counsel who may be counsel to the
                Bank.

            


    

    


    
      	
              6.3

            	
              Binding
                Effect of Decisions.
                The decision or action of the Plan Administrator with respect to
                any
                question arising out of or in connection with the administration,
                interpretation and application of the Agreement and the rules and
                regulations promulgated hereunder shall be final and conclusive and
                binding upon all persons having any interest in the Agreement.
                

            


    

    


    
      	
              6.4

            	
              Indemnity
                of Plan Administrator.
                The Bank shall indemnify and hold harmless the members of the Plan
                Administrator against any and all claims, losses, damages, expenses
                or
                liabilities arising from any action or failure to act with respect
                to this
                Agreement, except in the case of willful misconduct by the Plan
                Administrator or any of its
                members.

            


    

    


    
      	
              6.5

            	
              Bank
                Information.
                To
                enable the Plan Administrator to perform its functions, the Bank
                shall
                supply full and timely information to the Plan Administrator on all
                matters relating to the date and circum-stances of the retirement,
                Disability, death, or Separation from Service of the Executive, and
                such
                other pertinent information as the Plan Administrator may reasonably
                require.

            


    

    


    
      	
              6.6

            	
              Annual
                Statement.
                The Plan Administrator shall provide to the Executive, within one
                hundred
                twenty (120) days after the end of each Plan Year, a statement setting
                forth the benefits to be distributed under this
                Agreement.

            


    

    


    Article
      7

    Claims
      And Review Procedures

    


    
      	
              7.1

            	
              Claims
                Procedure.
                An
                Executive or Beneficiary (“claimant”) who has not received benefits under
                the Agreement that he or she believes should be distributed shall
                make a
                claim for such benefits as follows:

            


    

    


    
      	 	
              7.1.1

            	
              Initiation
                - Written Claim.
                The claimant initiates a claim by submitting to the Plan Administrator
                a
                written claim for the benefits. If such a claim relates to the contents
                of
                a notice received by the claimant, the claim must be made within
                sixty
                (60) days after such notice was received by the claimant. All other
                claims must be made within one hundred eighty (180) days of the date
                on which the event that caused the claim to arise occurred. The claim
                must
                state with particularity the determination desired by the
                claimant.

            


    

     

    


    
      	 	
              7.1.2

            	
              Timing
                of Plan Administrator Response.
                The
                Plan Administrator shall respond to such claimant within 90 days
                after
                receiving the claim. If the Plan Administrator determines that special
                circumstances require additional time for processing the claim, the
                Plan
                Administrator can extend the response period by an additional 90
                days by
                notifying the claimant in writing, prior to the end of the initial
                90-day
                period, that an additional period is required. The notice of extension
                must set forth the special circumstances and the date by which the
                Plan
                Administrator expects to render its
                decision.

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	 	
              7.1.3

            	
              Notice
                of Decision.
                If
                the Plan Administrator denies part or all of the claim, the Plan
                Administrator shall notify the claimant in writing of such denial.
                The
                Plan Administrator shall write the notification in a manner calculated
                to
                be understood by the claimant. The notification shall set
                forth:

            


    

    


    
      	 	
              (a)

            	
              The
                specific reasons for the denial;

            


    

    
      	 	
              (b)

            	
              A
                reference to the specific provisions of the Agreement on which the
                denial
                is based;

            


    

    
      	 	
              (c)

            	
              A
                description of any additional information or material necessary for
                the
                claimant to perfect the claim and an explanation of why it is
                needed;

            


    

    
      	 	
              (d)

            	
              An
                explanation of the Agreement’s review procedures and the time limits
                applicable to such procedures; and

            


    

    
      	 	
              (e)

            	
              A
                statement of the claimant’s right to bring a civil action under ERISA
                Section 502(a) following an adverse benefit determination on
                review.

            


    

    


    
      	
              7.2

            	
              Review
                Procedure.
                If
                the Plan Administrator denies part or all of the claim, the claimant
                shall
                have the opportunity for a full and fair review by the Plan Administrator
                of the denial, as follows:

            


    

    


    
      	 	
              7.2.1

            	
              Initiation
                - Written Request.
                To
                initiate the review, the claimant, within 60 days after receiving
                the Plan
                Administrator’s notice of denial, must file with the Plan Administrator a
                written request for review.

            


    

    


    
      	 	
              7.2.2

            	
              Additional
                Submissions - Information Access.
                The claimant shall then have the opportunity to submit written comments,
                documents, records and other information relating to the claim. The
                Plan
                Administrator shall also provide the claimant, upon request and free
                of
                charge, reasonable access to, and copies of, all documents, records
                and
                other information relevant (as defined in applicable ERISA regulations)
                to
                the claimant’s claim for benefits.

            


    

    


    
      	 	
              7.2.3

            	
              Considerations
                on Review.
                In
                considering the review, the Plan Administrator shall take into account
                all
                materials and information the claimant submits relating to the claim,
                without regard to whether such information was submitted or considered
                in
                the initial benefit determination.

            


    

    


    
      	 	
              7.2.4

            	
              Timing
                of Plan Administrator Response.
                The Plan Administrator shall respond in writing to such claimant
                within 60
                days after receiving the request for review. If the Plan Administrator
                determines that special circumstances require additional time for
                processing the claim, the Plan Administrator can extend the response
                period by an additional 60 days by notifying the claimant in writing,
                prior to the end of the initial 60-day period, which an additional
                period
                is required. The notice of extension must set forth the special
                circumstances and the date by which the Plan Administrator expects
                to
                render its decision.

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	 	
              7.2.5

            	
              Notice
                of Decision.
                The Plan Administrator shall notify the claimant in writing of its
                decision on review. The Plan Administrator shall write the notification
                in
                a manner calculated to be understood by the claimant. The notification
                shall set forth:

            


    

    


    
      	 	
              (a)

            	
              The
                specific reasons for the denial;

            


    

    
      	 	
              (b)

            	
              A
                reference to the specific provisions of the Agreement on which the
                denial
                is based;

            


    

    
      	 	
              (c)

            	
              A
                statement that the claimant is entitled to receive, upon request
                and free
                of charge, reasonable access to, and copies of, all documents, records
                and
                other information relevant (as defined in applicable ERISA regulations)
                to
                the claimant’s claim for benefits;
                and

            


    

    
      	 	
              (d)

            	
              A
                statement of the claimant’s right to bring a civil action under ERISA
                Section 502(a). 

            


    

    


    Article
      8

    Amendments
      and Termination

    
      	
              8.1

            	
              Amendments.
                This Agreement may be amended only by a written agreement signed
                by the
                Bank and the Executive. However, the Bank may unilaterally amend
                this
                Agreement to conform with written directives to the Bank from its
                auditors
                or banking regulators or to comply with legislative or tax law, including
                without limitation Section 409A of the Code and any and all regulations
                and guidance promulgated
                thereunder.

            


    

    


    
      	
              8.2

            	
              Plan
                Termination Generally.
                The Bank may unilaterally terminate this Agreement at any time. The
                benefit shall be the amount accrued by the Bank with respect to the
                Bank’s
                obligations hereunder. Except as provided in Section 8.3, the termination
                of this Agreement shall not cause a distribution of benefits under
                this
                Agreement. Rather, upon such termination benefit distributions will
                be
                made at the earliest distribution event permitted under Article 2
                or
                Article 3.

            


    

    


    
      	
              8.3

            	
              Plan
                Terminations Under Section 409A.
                Notwithstanding anything to the contrary in Section 8.2, if the Bank
                terminates this Agreement in the following
                circumstances:

            


    

    


    
      	 	
              (a)

            	
              Within
                thirty (30) days before, or twelve (12) months after a change in
                the
                ownership or effective control of the Bank, or in the ownership of
                a
                substantial portion of the assets of the Bank as described in Section
                409A(2)(A)(v) of the Code, provided that all distributions are made
                no
                later than twelve (12) months following such termination of the Agreement
                and further provided that all the Bank's arrangements which are
                substantially similar to the Agreement are terminated so the
                Executive and all participants in the similar arrangements are
                required to receive all amounts of compensation deferred under the
                terminated arrangements within twelve (12) months of the termination
                of
                the arrangements; 

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	
            	(b)	
              Upon
                the Bank’s dissolution or with the approval of a bankruptcy court provided
                that the amounts deferred under the Agreement are included in the
                Executive's gross income in the latest of (i) the calendar year in
                which
                the Agreement terminates; (ii) the calendar year in which the amount
                is no
                longer subject to a substantial risk of forfeiture; or (iii) the
                first
                calendar year in which the distribution is administratively practical;
                or

            


    

    
      	
            	(c)	
              Upon
                the Bank’s termination of this and all other non-account balance plans (as
                referenced in Section 409A of the Code or the regulations thereunder),
                provided that all distributions are made no earlier than twelve (12)
                months and no later than twenty-four (24) months following such
                termination, and the Bank does not adopt any new non-account balance
                plans
                for a minimum of five (5) years following the date of such termination;
                

            


    

    


    the
      Bank
      may distribute the vested amount accrued by the Bank with respect to the Bank’s
      obligations hereunder, to the Executive in a lump sum subject to the above
      terms.

    


    Article
      9

    Miscellaneous

    


    
      	
              9.1

            	
              Binding
                Effect.
                This Agreement shall bind the Executive and the Bank, and their
                beneficiaries, survivors, executors, administrators and
                transferees.

            


    

    


    
      	
              9.2

            	
              No
                Guarantee of Employment.
                This Agreement is not a contract for employment. It does not give
                the
                Executive the right to remain as an employee of the Bank, nor does
                it
                interfere with the Bank's right to discharge the Executive. It also
                does
                not require the Executive to remain an employee nor interfere with
                the
                Executive's right to terminate employment at any
                time.

            


    

    


    
      	
              9.3

            	
              Non-Transferability.
                Benefits under this Agreement cannot be sold, transferred, assigned,
                pledged, attached or encumbered in any
                manner.

            


    

    


    
      	
              9.4

            	
              Tax
                Withholding and Reporting.
                The Bank shall withhold any taxes that are required to be withheld,
                including but not limited to taxes owed under Section 409A of the
                Code and
                regulations thereunder, from the benefits provided under this Agreement.
                The Executive acknowledges that the Bank’s sole liability regarding taxes
                is to forward any amounts withheld to the appropriate taxing
                authority(ies). Further, the Bank shall satisfy all applicable reporting
                requirements, including those under Section 409A of the Code and
                regulations thereunder.

            


    

    


    
      	
              9.5

            	
              Applicable
                Law.
                The Agreement and all rights hereunder shall be governed by the laws
                of
                the State of South Carolina, except to the extent preempted by the
                laws of
                the United States of America.

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	
              9.6

            	
              Unfunded
                Arrangement.
                The Executive and the Beneficiary are general unsecured creditors
                of the
                Bank for the distribution of benefits under this Agreement. The benefits
                represent the mere promise by the Bank to distribute such benefits.
                The
                rights to benefits are not subject in any manner to anticipation,
                alienation, sale, transfer, assignment, pledge, encumbrance, attachment,
                or garnishment by creditors. Any insurance on the Executive's life
                or
                other informal funding asset is a general asset of the Bank to which
                the
                Executive and Beneficiary have no preferred or secured
                claim.

            


    

    


    
      	
              9.7

            	
              Reorganization. The
                Bank shall not merge or consolidate into or with another bank, or
                reorganize, or sell substantially all of its assets to another bank,
                firm,
                or person unless such succeeding or continuing bank, firm, or person
                agrees to assume and discharge the obligations of the Bank under
                this
                Agreement. Upon the occurrence of such event, the term “Bank” as used in
                this Agreement shall be deemed to refer to the successor or survivor
                bank.

            


    

    


    
      	
              9.8

            	
              Entire
                Agreement. This
                Agreement constitutes the entire agreement between the Bank and the
                Executive as to the subject matter hereof. No rights are granted
                to the
                Executive by virtue of this Agreement other than those specifically
                set
                forth herein.

            


    

    


    
      	
              9.9

            	
              Interpretation.
                Wherever the fulfillment of the intent and purpose of this Agreement
                requires, and the context will permit, the use of the masculine gender
                includes the feminine and use of the singular includes the
                plural.

            


    

    


    
      	
              9.10

            	
              Alternative
                Action.
                In
                the event it shall become impossible for the Bank or the Plan
                Administrator to perform any act required by this Agreement, the
                Bank or
                Plan Administrator may in its discretion perform such alternative
                act as
                most nearly carries out the intent and purpose of this Agreement
                and is in
                the best interests of the Bank, provided that such alternative acts
                do not
                violate Section 409A of the Code.

            


    

    


    
      	
              9.11

            	
              Headings.
                Article and section headings are for convenient reference only and
                shall
                not control or affect the meaning or construction of any of its
                provisions.

            


    

    


    
      	
              9.12

            	
              Validity.
                In
                case any provision of this Agreement shall be illegal or invalid
                for any
                reason, said illegality or invalidity shall not affect the remaining
                parts
                hereof, but this Agreement shall be construed and enforced as if
                such
                illegal and invalid provision has never been inserted
                herein.

            


    

    


    
      	
              9.13

            	
              Notice.
                Any notice or filing required or permitted to be given to the Bank
                or Plan
                Administrator under this Agreement shall be sufficient if in writing
                and
                hand-delivered, or sent by registered or certified mail, to the address
                below: 

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	
              South
                Carolina Bank and Trust,

              National
                Association

            
	
              Attn:
                CEO

              520
                Gervais Street

            
	
              Columbia,
                SC 29201

            


    

     

    Such
      notice shall be deemed given as of the date of delivery or, if delivery is
      made
      by mail, as of the date shown on the postmark on the receipt for registration
      or
      certification.

    


    Any
      notice
      or filing required or permitted to be given to the Executive under this
      Agreement shall be sufficient if in writing and hand-delivered, or sent by
      mail,
      to the last known address of the Executive.

    


    
      	
              9.14

            	
              Compliance
                with Section 409A.
                This Agreement shall at all times be administered and the provisions
                of
                this Agreement shall be interpreted consistent with the requirements
                of
                Section 409A of the Code and any and all regulations thereunder,
                including
                such regulations as may be promulgated after the Effective Date of
                this
                Agreement.

            


    

    


    
      	9.15	
              Assignment. 
                This Agreement can be assigned in the Bank's sole discretion by the
                Bank
                to the Holding Company or any other subsidiary of the Holding
                Company.  In any such event, all references herein to the term "Bank"
                shall mean the entity to which this Agreement is
                assigned.

            


    

    


    IN
      WITNESS
      WHEREOF, the Executive and a duly authorized representative of the Bank have
      signed this Agreement.

    

      
        	
                Executive:

              	 	
                BANK:

              
	 	 	 
	 	 	
                South
                  Carolina Bank and Trust, 

              
	 	 	
                National
                  Association

              
	 	 	 
	
                /s/
                  Richard C. Mathis

              	 	
                By
                  /s/
                  Robert R. Hill, Jr.

              
	
                Richard
                  C. Mathis

              	 	 
	 	 	
                Title
                  Chief
                  Executive
                  Officer

              


      

    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    



    EXHIBIT
      A

    


    As
      of
      December 31, 2002, the Net Income of the Holding Company is $13,834,000 and
      the
      book value of total assets of the Holding Company is $1,144,948,000. Assuming
      Net Income grows at 6% and that the book value of total assets of the Holding
      Company grows at 7%, Projected Net Income and Projected Total Assets are as
      follows: 

    


    


    
      	
              Date

            	
              Projected
                Net

              Income
                

            	
              Projected
                Total

              Assets

            
	
              Dec
                31, 2003

            	
              14,664,040

            	
              1,225,094,360

            
	
              Dec
                31, 2004

            	
              15,543,882

            	
              1,310,850,965

            
	
              Dec
                31, 2005

            	
              16,476,515

            	
              1,402,610,533

            
	
              Dec
                31, 2006

            	
              17,465,106

            	
              1,500,793,270

            
	
              Dec
                31, 2007

            	
              18,513,013

            	
              1,605,848,799

            
	
              Dec
                31, 2008

            	
              19,623,793

            	
              1,718,258,215

            
	
              Dec
                31, 2009

            	
              20,801,221

            	
              1,838,536,290

            
	
              Dec
                31, 2010

            	
              22,049,294

            	
              1,967,233,830

            
	
              Dec
                31, 2011

            	
              23,372,252

            	
              2,104,940,198

            
	
              Dec
                31, 2012

            	
              24,774,587

            	
              2,252,286,012

            
	
              Dec
                31, 2013

            	
              26,261,062

            	
              2,409,946,033

            
	
              Dec
                31, 2014

            	
              27,836,726

            	
              2,578,642,255