ScheduleSCHEDULE 14A
(Rule 14a-101)
(Rule 14A-101)
Information Required In Proxy StatementINFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTIONProxy Statement Pursuant to Section 14(a) OF THE SECURITIES
EXCHANGE ACT OFof the Securities
Exchange Act of 1934
(AMENDMENT NO. (Amendment No.      )
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Check the appropriate box:
   
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oConfidential, Forfor Use of the Commission Only (as permitted byRule 14a-6(e)(2))
þ
xDefinitive Proxy Statement
oDefinitive Additional Materials
oSoliciting Material Underunder Rule 14a-12  
Bank of South Carolina Corporation
 
BANK OF SOUTH CAROLINA CORPORATION
(Name of Registrant as Specified In Its Charter)
 
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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March 5, 2007
Dear Shareholder:
The Annual Meeting of Shareholders of Bank of South Carolina Corporation will be held at 2:00 am on Tuesday April 10, 2007, in the Board Room of the 256 Meeting Street office of the Bank of South Carolina in the City of Charleston, South Carolina. Enclosed you will find the formal Notice of Annual Meeting of Shareholders, Proxy Card, and Proxy Statement detailing the matters which will be acted upon. Again this year, we are incorporating the enclosed Annual Report on Form 10KSB as filed with the Securities and Exchange Commission as our Annual Report to Shareholders.
We urge you to sign and date the proxy card and return it as soon as possible in the enclosed postage-paid envelope. Should you decide to attend the meeting and vote in person, you may withdraw your proxy.
We appreciate your continued interest and investment in Bank of South Carolina Corporation.
Sincerely,
Hugh C. Lane, Jr.
President

 

PROXY MATERIAL OF
BANK OF SOUTH CAROLINA CORPORATION
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD APRIL 10, 200714, 2009
To Our Shareholders:
The Annual Meeting of Shareholders of Bank of South Carolina Corporation (the “Company”) will be held at 256 Meeting Street, Charleston, South Carolina, on Tuesday, April 10, 2007,14, 2009, at 2:00 p.m., for the following purposes:
 1. To elect seventeen (17) Directors to serve until the Company’s 20082010 Annual Meeting of Shareholders;
 
 2. To ratify the appointment of Elliott Davis, LLC, as independent certified public accountants for 2007;2009;
 
 3.To approve an increase in authorized shares from 6,000,000 to 12,000,000;
4. To transact such other business as may properly come before the meeting.
Shareholders of record at the close of business on February 23, 2007,27, 2009, will be entitled to notice of and to vote at the Annual Meeting and any adjournments thereof.
You may revoke your Proxy at any time prior to its exercise by written notice to the Company prior to the meeting or by attending the meeting personally and voting. The Board of Directors of the Company solicits the accompanying form of Proxy.
PLEASE SIGN AND DATE THE ACCOMPANYING PROXY AND PROMPTLY RETURN IT IN THE ENCLOSED POSTAGE-PAID ENVELOPE.
By Order of the Board of Directors
/s/Richard W. Hutson
Richard W. Hutson
Secretary
March 5, 2007February 26, 2009

 

BANK OF SOUTH CAROLINA CORPORATION
256 Meeting Street
Charleston, South Carolina 29401
PROXY STATEMENT
This Proxy Statement, which is first being mailed to Shareholders on or about March 5, 2007,10, 2009, is provided in conjunction with the solicitation of proxies by the Board of Directors of Bank of South Carolina Corporation (the “Company”) for use at the 20072009 Annual Shareholders’ Meeting of the Company. The Notice of Meeting, Proxy Form and Annual Report are enclosed in this package.
The Proxy
The Board of Directors of the Company selected the persons named as proxies on the enclosed Proxy Form. No officer or employee of the Company or any subsidiary may be named as proxy.
The solicitation of proxies on behalf of the Board of Directors is conducted by Directors, officers and regular employees of the Company and its wholly owned subsidiary, The Bank of South Carolina (the “Bank”), at no additional compensation over regular salaries. The cost of printing and mailing of all proxy materials has been paid by the Company. Brokers and others involved in handling and forwarding the proxy materials to their customers having beneficial interests in the stock of the Company registered in the names of Nominees will be reimbursed for their reasonable expenses in doing so.
Voting Rights
The Common Stock of the Company is its only class of voting securities. On February 23, 2007,27, 2009, there were issued and outstanding 3,929,9083,976,599 shares of Common Stock (no par value). Each share is entitled to one vote; provided, however, that Shareholders have cumulative voting rights for the election of Directors. The right to cumulate votes means that the Shareholders are entitled to multiply the number of votes they are entitled to cast by the number of Directors for whom they are entitled to vote and cast the product for a single candidate or distribute the product among two or more candidates.
CUMULATIVE VOTING SHALL APPLY FOR THE ELECTION OF DIRECTORS
The solicitation of proxies on behalf of the Board of Directors includes a solicitation for discretionary authority to cumulate votes.
The Board of Directors of the Company has fixed the close of business February 23, 2007,27, 2009, as the record date for the determination of Shareholders entitled to notice of and to vote at the Annual Meeting. Proxies properly executed by Shareholders of record on February 23, 2007,27, 2009, and received in time for the meeting, will be voted as specified on all business to be acted upon at the meeting and any adjournment thereof.
Right of Revocation
Any Shareholder executing a Proxy for the meeting on the Proxy Form provided may revoke the Proxy in a writing delivered to the President of the Company prior to the meeting or by attending the meeting and voting in person.

 

 

Principal Shareholders of the Company
To the extent known to the Board of Directors of the Company, as of February 23, 2007,27, 2009, the only Shareholders of the Company having beneficial ownership of more than 5% of the shares of Common Stock of the Company are as set forth below:
         
Name & Address of Amount & Nature of Percent of
Beneficial Owner Beneficial Ownership Class
 
Hugh C. Lane, Jr.(1)
  507,827(2)  12.92%
30 Church Street        
Charleston, SC 29401        
         
Charles G. Lane(1)
  228,830(3)  5.82%
10 Gillon Street        
Charleston, SC 29401        
         
The Bank of South Carolina  226,823(4)  5.77%
Employee Stock Ownership Plan and Trust (“the ESOP”)        
256 Meeting Street        
Charleston, SC 29401        
         
Name & Address of Amount & Nature of Percent of
Beneficial Owner Beneficial Ownership Class
Hugh C. Lane, Jr.(1)
30 Church Street
Charleston, SC 29401
  492,014(2)  12.37%
         
The Bank of South Carolina Employee Stock Ownership Plan and Trust (“the ESOP”)
256 Meeting Street
Charleston, SC 29401		  226,533(3)  5.70%
 
(1) To the extent known to the Board of Directors, the estateMarital Trust for the benefit of Hugh C.Beverly G. Lane, Beverly G. Lane Trust, Beverly G. Jost, Kathleen L. Schenck, Charles G. Lane and Hugh C. Lane Jr., collectively, have beneficial ownership of 718,833663,164 shares or 18.29%16.68% of the outstanding shares. As more fully described in the following footnotes, Hugh C. Lane, Jr. and Charles G. Lane areis the only onesone of the above who havehas a beneficial ownership interest in more than 5% percent of the Company’s Common Stock. Hugh C. Lane, Jr. disclaims any beneficial interest in those shares in which other members of his family have a beneficial interest other than those shares his wife owns directly and those for which he serves as trustee or she serves as custodian (as more fully described in the following footnote). Charles G. Lane disclaims any beneficial interest in those shares in which other members of his family have a beneficial interest other than those shares his wife owns directly and those for which he serves as trustee or she serves as custodian (as more fully described in the following footnote).
 
(2) To the extent known to the Board of Directors, Hugh C. Lane, Jr., an Executive Officer and Director of the Bank and the Company, directly owns and has sole voting and investment power with respect to 270,708262,469 shares; as a trustee for twothree trust accounts holding an aggregate of 68,515115,533 shares, he has sole voting and investment power with respect to such shares; as a co-trustee for threetwo trust accounts holding 14,4572,298 shares, he has joint voting and investment power with respect to such shares; as a trustee for the Mills Bee Lane Memorial Foundation, he has shared voting and investment power with respect to 9,831 shares; as a personal representativetrustee for an estate holding 46,578 shares,the ESOP, he has solejoint voting and investment power with respect to such3,962 unallocated shares; he is indirectly beneficial owner of 12,764 shares owned by his wife and an aggregate of 48,23548,965 shares held by his wife as custodian for their son, and 36,73936,192 shares owned by the ESOP in which he has a vested interest. All of the shares beneficially owned by Hugh C. Lane, Jr. are currently owned. Hugh C. Lane, Jr. has had beneficial ownership of more than 5% of the Bank’s Common Stock since October 23, 1986, and more than 10% since November 16, 1988.
 
(3) To the extent known to the Board of Directors, Charles G. Lane, a Director of the Bank and the Company, directly owns and has sole voting and investment power with respect to 105,203 shares; as a co-trustee for 4 trust accounts holding 17,596 shares, he has joint voting and investment power with respect to such shares; as a trustee for the Mills Bee Lane Memorial Foundation, he has shared voting and investment power with respect to 9,831 shares; he is indirectly beneficial owner of 4,023 shares owned by his wife, an aggregate of 47,522 shares held by his wife as custodian for two children, and 44,655 shares owned by an unemancipated daughter. All of the shares beneficially owned by Charles G. Lane are currently owned. Charles G. Lane has had beneficial ownership of more than 5% of the Bank’s Common Stock since July 16, 1999.

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(4)The Trustees of the ESOP, T. Dean Harton,Thomas C. Stevenson, III, a Director of the Bank and the Company, Sheryl G. Sharry, an officer of the Bank and Hugh C. Lane, Jr., an Executive Officer and Director of the Bank and the Company, disclaim beneficial ownership of the 226,823226,533 shares owned by the ESOP which have beenwith 222,571shares allocated to members of the plan each of whom under the terms of the plan has the right to direct the Trustees as to the manner in which voting rights are to be exercised. The Trustees have joint voting and investment power with respect to 3,962 unallocated shares held in the ESOP.
Beneficial Ownership of Common Stock of the Company
The following table below sets forth the number of shares of Common Stock (the only class of outstanding equity securities of the Company) known by the Company to be beneficially owned by each Nominee for election as Director and by the Executive Officers and Directors of the Company as a group as of February 23, 2007.27, 2009. Except as otherwise indicated in the footnotes to the table, the persons named possess sole voting and investment power with respect to the shares shown opposite their names. As of February 23, 2007,27, 2009, no Executive Officer, Director or Nominee beneficially owned more than

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10% of the outstanding shares of the Company other than Hugh C. Lane, Jr. As of February 23, 2007,27, 2009, the Executive Officers, Directors and Nominees beneficially owned 1,064,926994,646 shares, representing approximately 27.10%25.01% of the outstanding shares.
As of February 23, 2007,27, 2009, the beneficial ownership of Common Stock of the Company by all current Directors and each Nominee for Director was as set forth in the following table:
         
Name & Address of Amount & Nature of Percent of
Beneficial Owner Beneficial Ownership Class
 
Linda J. Bradley-McKee, PHD, CPA  151   .004%
3401 Waterway Blvd.        
Isle of Palms, SC 29451        
         
C. Ronald Coward  51,755(1)  1.32%
537 Planters Loop        
Mt. Pleasant, SC 29464        
         
Graham M. Eubank, Jr.  550   .01%
791 Navigators Run        
Mt. Pleasant, SC 29464        
         
T. Dean Harton  13,160(1)  .33%
4620 Lazy Creek Lane        
Wadmalaw Island, SC 29487        
         
Fleetwood S. Hassell  54,188(1)  1.38%
30 New Street        
Charleston, SC 29401        
         
Glen B. Haynes, DVM  2,876   .07%
101 Drayton Drive        
Summerville, SC 29464        
         
William L. Hiott, Jr.  140,218(1)  3.57%
1831 Capri Drive        
Charleston, SC 29407        
         
Katherine M. Huger  8,051(1)  .20%
1 Bishop Gadsden Way, C-17        
Charleston, SC 29412        
         
Name & Address of Amount & Nature of Percent of
Beneficial Owner Beneficial Ownership Class
         
David W. Bunch
6605 Seewee Road
Awendaw, SC 29429		  450   .011%
         
C. Ronald Coward
537 Planters Loop
Mt. Pleasant, SC 29464		 50,295(1)   1.265%
         
Graham M. Eubank, Jr.
791 Navigators Run
Mt. Pleasant, SC 29464		  550   .014%
         
Fleetwood S. Hassell
30 New Street
Charleston, SC 29401		 61,046(1)   1.535%
         
Glen B. Haynes, DVM
101 Drayton Drive
Summerville, SC 29464		  3,276   .082%
         
William L. Hiott, Jr.
1831 Capri Drive
Charleston, SC 29407		 147,227(1)   3.702%
         
Katherine M. Huger
1 Bishop Gadsden Way, C-17
Charleston, SC 29412		 8,051(1)   .202%
         
Richard W. Hutson, Jr.
124 Tradd Street
Charleston, SC 29401		  1,525   .038%
         
Charles G. Lane
10 Gillon Street
Charleston, SC 29401		 173,976(1)   4.375%
         
Hugh C. Lane, Jr.
30 Church Street
Charleston, SC 29401		 492,014(1)   12.373%
         
Louise J. Maybank
8 Meeting Street
Charleston, SC 29401		 44,907(1)   1.129%

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Name & Address of Amount & Nature of Percent of
Beneficial Owner Beneficial Ownership Class
 
Richard W. Hutson, Jr.  1,525   .04%
124 Tradd Street        
Charleston, SC 29401        
         
Charles G. Lane  228,830(1)  5.82%
10 Gillon Street        
Charleston, SC 29401        
         
Hugh C. Lane, Jr.  507,827(1)  12.92%
30 Church Street        
Charleston, SC 29401        
         
Louise J. Maybank  43,737(1)  1.11%
8 Meeting Street        
Charleston, SC 29401        
         
Alan I. Nussbaum, MD  703   .02%
37 Rebellion Road        
Charleston, SC 29407        
         
Edmund Rhett, Jr., MD  2,387(1)  .06%
17 Country Club Drive        
Charleston, SC 29412        
         
Malcolm M. Rhodes, MD  1,787   .05%
7 Guerard Road        
Charleston, SC 29407        
         
Thomas C. Stevenson, III  33,096   .84%
173 Tradd Street        
Charleston, SC 29401        
         
Steve D. Swanson  1,512   .04%
615 Pitt Street        
Mt. Pleasant, SC 29464        
         
Name & Address of Amount & Nature of Percent of
Beneficial Owner Beneficial Ownership Class
         
Dr. Linda J. Bradley McKee, CPA
3401 Waterway Blvd.
Isle of Palms, SC 29451		  861   .022%
         
Alan I. Nussbaum, MD
37 Rebellion Road
Charleston, SC 29407		  703   .018%
         
Edmund Rhett, Jr., MD
17 Country Club Drive
Charleston, SC 29412		 2,387(1)   .060%
         
Malcolm M. Rhodes, MD
7 Guerard Road
Charleston, SC 29407		  1,787   .045%
         
David R. Schools
317 Coinbow Drive
Mount Pleasant, SC 29464		  100   .003%
         
Thomas C. Stevenson, III
173 Tradd Street
Charleston, SC 29401		 25,171(1)   .633%
 
(1) 
To the extent known to the Board of Directors, each of the following Directors and Nominees for election as Directors (each of whom directly owns and has sole voting and investment power of all shares beneficially owned by him or her except as set forth in this footnote) indirectly owns the following number of shares: C. RonaldCoward — an aggregate of 1,663 shares owned by a company of which he is chairman and director; T. DeanHarton — an aggregate of 3,224 shares owned by his wife and held by his wife as custodian for his step-son; Fleetwood S.Hassell — an aggregate of 10,520 shares owned by his wife, held by him as trustee for the revocable trust of his father, held by him as a co-trustee with Charles G. Lane for the children of Hugh C. Lane, Jr. and 22,55124,069 shares owned by the ESOP, in which he has a vested interest; William L.Hiott, Jr. — an aggregate of 14,9038,050 shares directly owned by his wife and by his two children and 21,37623,289 shares owned by the ESOP, in which he has a vested interest; Katherine M.Huger — 731 shares owned by her husband; Charles G.Lane — an aggregate of 123,62768,273 shares owned by his wife, held by her as custodian for two of their children, held by an unemancipated daughter, held by him as a co-trustee with Hugh C. Lane, Jr. under two trustsone trust for their sisters’a sisters children, held by him as a co-trustee with Fleetwood S. Hassell for the children of Hugh C. Lane, Jr., held by him as co-trustee under the Irrevocable Trust of Hugh C. Lane and held by him as a trustee of Mills Bee Lane Memorial Foundation; Hugh C.Lane, Jr. — an aggregate of 200,380193,353 shares owned by his wife, held by his wife as custodian for their son, held by him as a co-trustee with Charles G. Lane under two trustsone trust for their

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sisters’a sisters children, held by him as a trustee under the Hugh C. Lane Trust for the benefit of three of the grandchildren of Hugh C. Lane, held by him as trustee for the Beverly Glover Lane Trust, held by him as a personal representativetrustee for the Hugh C. Lane Irrevocable Trust, held by him as trustee for the Marital Trust for the benefit of Beverly Glover Lane, held by him as a trustee of Mills Bee Lane Memorial Foundation, held by him as trustee of the ESOP (unallocated shares), and 36,73936,192 shares owned by the ESOP in which he has a vested interest; Louise J.Maybank — 14,33615,506 shares held by her as a co-trustee for a charitable trust;Family Charitable Trust; EdmundRhett, Jr. MDJr.MD — 756 shares owned by his wife; and Thomas C.Stevenson, III — 28,003III- an aggregate of 24,440 shares held by him as co-trustee under a Marital Trust, and 4,362 shares held by him as co-trustee of a QTip Trust.Trust, and held by him as trustee of the ESOP (unallocated shares). All such indirectly owned shares are included in the totals of the number of shares set forth in the above table and beneficially owned by the Directors and Nominees.

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As a group, all Directors, the nominee, Glen B. Haynes, DVMNominees and Executive Officers (including Hugh C. Lane, Jr., President and Chief Executive Officer; Fleetwood S. Hassell Executive Vice President; and William L. Hiott, Jr., Executive Vice President and Treasurer) are seventeen in number and beneficially own an aggregate of 1,064,926994,646 shares, representing 27.10%25.01% of the issued and outstanding Common Stock of the Company. All of these shares beneficially owned by the Directors, Nominees and Executive Officers are currently owned.
Independence of Directors
With the exception of Hugh C. Lane, Jr., Fleetwood S. Hassell, and William L. Hiott, Jr., all Executive Officers of the Company, and Charles G. Lane, brother of Hugh C. Lane, Jr., all of the Directors proposed to be elected are independent and they constitute a majority of the Board of Directors.
Election of Directors
SixteenFifteen Directors, constituting the current Board of Directors, will be elected at the Annual Meeting, each to hold office for one year and until a successor shall have been duly elected or appointed and shall have qualified. In addition the Nominating Committee of the Company Board of Directors recommended at its’ December 14, 200617, 2008 meeting to approve Glen B. Haynes, DVM,David W. Bunch and David R. Schools, for nomination to the Board of Directors to replace John M. Tupper who died on July 31, 2006.Directors. This recommendation was approved by the Board of Directors and will be voted on at the annual meeting. In the absence of instructions to the contrary, shares of Common Stock represented by properly executed proxies will be voted for the seventeen Nominees listed on pages 5, 6 and 7, all of whom are recommended by the Nominating Committee and the Board of Directors of the Company and have consented to be named and to serve if elected.
The Company does not presently know of anything that would preclude any Nominee from serving; however, should any Nominee for any reason become unable or unwilling to serve as a Director, the number of Directors to be elected will be reduced accordingly.
The name of each Nominee designated by the Board of Directors of the Company for election as a Director of the Company and certain information provided by such Nominee to the Company are set forth in the table below. EightSeven of the current Nominees served as initial Directors of the Bank from October 22, 1986, when the Bank’s charter was issued until the first Annual Meeting of Shareholders on April 14, 1987, and were elected to serve a one year term at such Annual Meeting. All of the above eightseven Directors of the Bank were elected to serve one-year terms at subsequent Annual Meetings. All of the above eightseven Directors of the Bank were elected Directors of the Company upon its organization in 1995. Alan I. Nussbaum, MD and Edmund Rhett, Jr., MD, were first elected as Directors of the Company during 1999. Dr. Linda J. Bradley-McKee and Steve D. Swanson wereBradley McKee, CPA was first elected as Directorsa Director of the Company during 2002. They were all re-elected as Directors of the Company to serve one year terms at subsequent Annual Meetings. Graham M. Eubank, Jr., Richard W. Hutson, Jr. and Malcolm M. Rhodes, MD were elected pursuant to the By-Laws of the Company on December 16, 2004, and were elected to serve one year terms at the subsequent annual meeting.meetings. Fleetwood S. Hassell was elected pursuant to the By-Laws of the Company on December 15, 2005, and was elected to serve one year terms at subsequent annual meetings. Glen B. Haynes, DVM was elected pursuant to the By-Laws of the Company on December 14, 2006 and was elected to serve a one year term on April 11, 2006, at thesubsequent annual meeting.meetings. All of the above current Nominees, except Glen B. Haynes, DVMDavid W. Bunch and David R. Schools, served as Directors of the Company from April 11, 2006,8, 2008, the date of the last Annual Meeting of shareholders.Shareholders.

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      Positions and    
      Offices Held   Business Experience
      With Family 1987-20051987-2009 and
Name Age Corporation Relationship Other Directorships
Linda J. Bradley- McKee, PHD, CPA  56  Director
David W. Bunch58 None Director, MS in Accountancy Program — College of Charleston (education) 1998 — 2007; Chairman, Dept. of Accountancy 1999-2004; Associate Professor 1999 — 2007; Assistant Professor 1993 — 1999NonePresident, Hughes Motors, Inc. (retail truck) 1997-2009 Vice-President, Bunch Leasing Co., Inc. (leasing truck) 1997-2009 Vice-President, Florence Truck Center, Inc. (retail truck) 1997-2009 Partner, Bunch & Sons (real estate) 1972-2009 Managing Member, Wando Properties, LLC (real estate) 1986-2009 President, Double D. Leasing Co., Inc. (leasing truck) 1976-2009
           
C. Ronald Coward  7173  Director None Chairman, Coward Hund Construction Company, Inc. (construction) 2004-2007;2004-2009; President, 1976-2004
           
Graham M. Eubank, Jr.  3941  Director None President, Palmetto Ford, Inc. (retail automobile) 2000-2007;2000-2009; Vice President 1996-2000
T. Dean Harton61DirectorNonePresident, Hawthorne Corporation (management and investment) 2007 Vice-Chairman, Piedmont Hawthorne Holdings, Inc. (aviation) 2004-2006; President, Piedmont Hawthorne Holdings, Inc. 1999-2004; President, Hawthorne Corporation (aviation) 1986-1999
           
Fleetwood S. Hassell  4749  Executive
Vice President		 Brother-in-law Charles G. Lane, Director The Bank of South Carolina (banking) 1986-20071986-2009
           
Glen B. Haynes, DVM  5254  NoneDirector None Westbury Veterinary Clinic (Veterinary) 1984 — 20072009
           
William L. Hiott, Jr.  6264  Executive
Vice President,
Treasurer,
Director		 None The Bank of South Carolina (banking) 1986-20071986-2009
           
Katherine M. Huger  6567  Director None Emerita Professor of Economics, Charleston Southern University; Assistant Professor of Economics, Charleston Southern University (education) 1972-2004
           
Richard W. Hutson, Jr.  4951  Secretary
Director		 None Manager, William M. Means Company Insurance, LLC (insurance) 1998-2007;1998-2009; Sole Proprietor, William M. Means Insurance Co. (insurance) 1992-1998

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      Positions and    
      Offices Held   Business Experience
      With Family 1987-20051987-2009 and
Name Age Corporation Relationship Other Directorships
Charles G. Lane  5254  Director Brother of Hugh C. Lane, Jr.; Brother-in-law Fleetwood S. Hassell, Executive Vice President Managing Member — Holcombe, Fair & Lane, LLC (real estate) 1996 — 2007;– 2009; Associate —– Holcombe & Fair Realtors 1987 —– 1996
           
Hugh C. Lane, Jr.  5961  President, Chief Exec. Officer, Director Brother of Charles G. Lane The Bank of South Carolina (banking) 1986-20071986-2009
           
Louise J. Maybank  6769  Director None Active in community programs
           
Alan I. Nussbaum, MD Dr. Linda J. Bradley
McKee, CPA		  5558DirectorNoneDirector, MS in Accountancy Program – College of Charleston (education) 1998 – 2007; Chairman, Dept. of Accountancy 1999-2004; Associate Professor 1999 – 2009; Assistant Professor 1993 – 1999
Alan I. Nussbaum, MD57  Director None Physician in private practice with
Rheumatology Associates, PA
           
Edmund Rhett, Jr., MD  5961  Director None Physician in private practice as Edmund Rhett, Jr., PA 2007;2007-2009; Physician in private obstetrical practice with Low Country Obstetrics & Gynecology, PA 1977-2007
           
Malcolm M. Rhodes, MD  4850  Director None Physician in private practice with
Parkwood Pediatric Group
           
Thomas C. Stevenson, IIIDavid R. Schools  5650  DirectorNone None President Fabtech, Inc. (metal fabrication) 1991-2007; Private Investor 1990-91; Chairman of the Board — Stevenson Hagerty, Inc. (diversified holding company) 1984- 1990and CEO, Piggly Wiggly Carolina Company 2007-2009 Senior Vice President, Piggly Wiggly Carolina Company 1999-2007
           
Steve D. SwansonThomas C. Stevenson, III  3958  Director None President, Automated Trading Desk,Fabtech, Inc. (automated limit order stock trading) 1989-2007(metal fabrication) 1991-2009; Private Investor 1990-91; Chairman of the Board — Stevenson Hagerty, Inc. (diversified holding company) 1984- 1990

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Committees of the Board of Directors
Hugh C. Lane, Jr. presently serves as President of the Board of Directors. The Board has four committees: the Executive/Long-Range Planning Committee, resulting from the merger of the Executive Committee and the Long-Range Planning Committee in 2004, the Compensation Committee, the Nominating Committee, and the Audit and Compliance Committee. The Compensation Committee and the Nominating Committee were established at the regular monthly meeting of the Board of Directors on December 18, 2003.
The Executive/Long-Range Planning Committee consists of the President of the Company and sevensix designated Directors. The President of the Company chairs the Committee. At present, the fixed membership of the Committee consists of C. Ronald Coward, T. Dean Harton, Fleetwood S. Hassell, William L. Hiott, Jr., Charles G. Lane, Hugh C. Lane, Jr., Alan I. Nussbaum, MD, and Steve D. Swanson.Thomas C. Stevenson, III. During 2006,2008, this Committee held threefour meetings. In addition to long-range and strategic planning, the principal function of the Committee is to exercise all authority of the Board of Directors in the management and affairs of the Company and the Bank. In addition, the Executive Committee acts on behalf of the entire Board of the Company between the regular Board Meetings.
The Audit and Compliance Committee reviews and examines detailed reports of the internal auditor for the Bank; meets periodically with the internal auditor; reviews reports of regulatory bodies having jurisdiction over the Company and the Bank; evaluates internal accounting controls; recommends and approves the engagement and continuation of engagement of independent auditors, the scope of their work and the fees for their services; and meets with and considers recommendations of the independent auditors for the Company and the Bank. The Audit and Compliance Committee consists of Dr. Linda J. Bradley-McKee, PHD,Bradley McKee, CPA, C. Ronald Coward, Graham M. Eubank, Jr., Katherine M. Huger,Glen B. Haynes, Richard W. Hutson, Jr., Alan I. Nussbaum, MD, and Malcolm M. Rhodes, MD, all independent Directors of the Company. The Audit and Compliance Committee met sixfive times during 2006.2008.
The Compensation Committee consists of T. Dean Harton, Thomas C. Stevenson, III and Steve D. Swanson, allGraham M. Eubank, Jr., both independent Directors of the Company. The function of the Compensation Committee is to recommend the compensation of Executive Officers to the Directors of the Company. The Compensation Committee met once during 2006.did not meet in 2008.
The Nominating Committee consists of C. Ronald Coward, Graham M. Eubank, Jr. and Edmund Rhett, Jr., MD and Graham M. Eubank, Jr., all independent Directors of the Company. The function of the Nominating Committee is to recommend a slate of proposed Directors to the Board of Directors of the Company. The Nominating Committee has adopted a written Charter. The Charter was attached as Exhibit A to the 2005 Proxy Statement. The Nominating Committee met two times during 2006.2008.
Report of the Audit and Compliance Committee of the Board of Directors
Membership and Role of the Audit and Compliance Committee
The Audit and Compliance Committee (the “Audit Committee”) presently consists of sixseven members of the Board of Directors. During 2006,2008, the Audit Committee held sixfive meetings. The Audit Committee operates under a written charter adopted by the Board of Directors. The charter was attached as Exhibit A to the 2004 Proxy Statement. Members are considered to be independent of the Company under applicable rules and regulations, including Rule 4200(a) (15) of the National Association of Securities Dealers.
Review of the Company’s Audited Financial Statements for the Fiscal Year Ended
December 31, 20062008
The Audit Committee has reviewed and discussed with management the audited financial statements of the Company for the fiscal year ended December 31, 2006.2008. The Audit Committee has discussed with Elliott Davis, LLC, the Company’s independent public accountants, the matters required to be discussed by Statement on Auditing Standards No. 61 (Communication with Audit Committees).

8

 

The Audit Committee has also received the written disclosures and the letter from Elliott Davis, LLC required by Independence Standards Board Standard No. 1 (Independence Discussions with Audit Committees) and the Audit Committee has discussed the independence of Elliott Davis, LLC with that firm. Based on the Audit Committee’s review and discussions mentioned above, the Audit Committee recommended to the Board of Directors that the Company’s audited financial statements be included in the Company’s Annual Report on Form 10-KSB10-K for the fiscal year ended December 31, 20062008 for filing with the Securities and Exchange Commission.
Submitted by:
Alan I. Nussbaum, MD, Chairman
Linda J. Bradley-McKee, PHD, CPA
C. Ronald Coward
Graham M. Eubank, Jr.
Katherine M. HugerGlen B. Haynes
Richard W. Hutson, Jr.
Dr. Linda J. Bradley McKee, CPA
Malcolm M. Rhodes, MD
Nominations for Director
Nominations, other than those made by the Nominating Committee of the Company, shall be made in writing and shall be delivered or mailed to the President of the Company not less than 14 days nor more than 50 days prior to any meeting of Shareholders calling for election of Directors; provided however, that if less than 21 days notice of the meeting is given to Shareholders, such nomination shall be mailed or delivered to the President of the Company not later than the close of business on the 7th day following the day on which the Notice of Meeting was mailed. Nominations not made according to these procedures will be disregarded.
Nominating Committee Policy for Shareholder Nominations
The Nominating Committee has a policy with regard to consideration of any Director candidates recommended by security holders and that policy is to consider any and all such recommendations. The Nominating Committee has adopted specific minimum qualifications which the Nominating Committee believes must be met by a Nominating Committee recommended Nominee for a position on the Company’s Board of Directors, and those are that such Nominee must be generally recognized as successful in such Nominee’s business or community efforts, have a generally recognized reputation for honesty and integrity, have demonstrated such Nominee’s commitment to the community in which the Company and its subsidiary Bank operates and have demonstrated in meetings with the Nominating Committee such Nominee’s commitment to the best interests of the Company, its subsidiary Bank, and their officers, directors, employees and shareholders. The Nominating Committee’s process for identifying and evaluating Nominees for Director of the Company and its subsidiary Bank, including Nominees recommended by security holders, is to investigate whether or not such Nominee meets the specific minimum qualifications adopted as a policy by the Nominating Committee through contacts the members of the Nominating Committee have in their community. There are no differences in the manner in which the Nominating Committee evaluates Nominees for Director based on whether the Nominee is recommended by a security holder.
The Company does not utilize or pay a fee to any third party to evaluate Nominees for Director.
Directors’ Meetings
The Board of Directors of the Company held seven meetings (including all regularly scheduled and special meetings) during the year ended December 31, 2006. One Director, Malcolm M. Rhodes2008. No Directors attended fewer than 75% of the aggregate of (i) the total number of meetings of the Board of Directors and (ii) the total number of meetings held by all committees of the Board of Directors on which he served.

9

 

Compensation of Executive Officers and Directors
The following table sets forth all remuneration (including remuneration under any contract, authorization or arrangement, whether or not set forth in a formal document) paid during the yearyears ended December 31, 2008, 2007 and 2006 by the Bank to the three Executive Officers of the Company and the Bank, and one retired Executive Officer of the Company and Bank, whose cash remuneration from the Bank exceeded $100,000.00 dollars for their services in all capacities. Such Executive Officers receive no compensation from the Company as Executive Officers or as Directors or in any other capacity.
SUMMARY COMPENSATION TABLE
SUMMARY COMPENSATION TABLE
                                     
                          Nonqualified       
                      Non-Equity  Deferred  All    
Name and Principal             Stock  Option  Incentive Plan  Compensation  Other    
Position Year  Salary(1)  Bonus(2)  Awards  Awards  Compensation  Earnings  Compensation(3)  Total 
Hugh C. Lane, Jr.
President and Chief Executive Officer		  2008   210,101.45   100.00                   19,572.15   229,773.60 
   2007   200,001.37   1,600.00                   18,136.27   219,737.64 
   2006   190,000.00   1,600.00                   21,630.52   213,230.52 
                                     
William L. Hiott, Jr. Executive Vice President and Treasurer  2008   180,101.45   100.00                   16,777.48   196,978.93 
   2007   175,001.53   1,600.00                   15,887.26   192,488.79 
   2006   167,000.00   1,600.00                   19,033.98   187,633.98 
                                     
Fleetwood S. Hassell Executive Vice President  2008   145,101.29   100.00                   13,517.02   158,718.31 
   2007   135,001.45   1,600.00                   12,288.81   148,890.26 
   2006   120,000.00   1,600.00                   13,728.00   135,328.00 
                                     
Nathaniel I. Ball, III
Retired Executive Vice President and Secretary		  2007                           140,600.00(4)  140,600.00 
   2006                           149,649.09   146,649.09 
                                                
 
 Name                                Nonqualified   All      
 and                           Non-Equity   Deferred   Other      
 Principal                 Stock   Option   Incentive Plan   Compensation   Compensation      
 Position  Year   Salary (1)   Bonus (2)   Awards   Awards   Compensation   Earnings   (3)   Total  
 Hugh C. Lane, Jr.
President and Chief Executive Officer		   2006    190,000.00    1,600.00                        21,630.52    213,130.52  
     2005    166,652.67    100.00                        18,687.27    185,439.94  
     2004    159,830.69                             11,351.58    171,182.27  
 William L. Hiott, Jr.
Executive Vice President and Treasurer		   2006    167,000.00    1,600.00                        19,033.98    187,533.98  
     2005    158,523.47    100.00                        17,589.31    176,212.78  
     2004    152,851.45                             10,855.90    163,707.35  
 Fleetwood S. Hassell
Executive Vice President		   2006    120,000.00    1,600.00                        13,728.00    135,228.00  
     2005    104,876.35    100.00                        11,857.11    116,833.46  
 Nathaniel I. Ball, III
Retired Executive Vice President and Secretary		   2006                                  149,596.62(4)   146,649.09  
     2005    159,999.84                             17,567.20    177,567.04  
     2004    152,851.45                             10,855.90    163,707.35  
 
1) The Compensation Committee consisting of T. Dean Harton,Graham M. Eubank, Jr., and Thomas C. Stevenson, III and Steve D. Swanson compared salaries for similar positions at similar sized banks within South Carolina as well as the overall bank and individual performance. Once the salary levels were established by the Compensation Committee, the salaries were recommended to the Board of Directors for approval.
2) The bonus consists of a $100 bonus presented to all employees at Christmas in 20052006, 2007 and 20062008 and a $1,500 bonus presented in January 2006 and 2007, respectively to all employees employed before July 1, 2005.2005 and July 1, 2006.
3) On November 2, 1989, the Bank adopted an Employee Stock Ownership Plan and Trust Agreement (the “Plan”) to provide retirement benefits to eligible employees for long and faithful service. The other compensation represents the amount contributed to the Bank’s ESOP.
4) Nathaniel I. Ball, III, retired on July 31, 2005. The amount reported in 2007 and 2006 represents severance pay.

10

 

An employee of the Bank is eligible to become a participant in the ESOP upon reaching 21 years of age and upon completioncredited with one year of 1,000service (1,000 hours of service). The employee may enter the plan on the January 1st that occurs nearest the date on which the employee first satisfies the age and service in a plan year.requirements described above. No contributions by employees are permitted. The amount and time of contributions are at the sole discretion of the Board of Directors of the Bank. The contribution for all participants is based solely on each participant’s respective regular or base salary and wages paid by the Bank including commissions, bonuses and overtime, if any.
A participant becomes vested in the ESOP based upon completion of fivethe employee’s credited years of service,service. The vesting schedule is as defined in the Plan. There is no vesting prior to the completion of five years of service.follows;
•1 year of service0% Vested
•2 Years of Service25% Vested
•3 Years of Service50% Vested
•4 Years of Service75% Vested
•5 Years of Service    100% Vested
The Plan became effective as of January 1, 1989.1989 and amended effective January 1, 2007 and approved by the Board of Directors on January 18, 2007. This amendment was made to comply with the Pension Protection Act of 2006.
The Board of Directors of the Bank approved the contribution of $330,000.00$288,000 to the ESOP for the fiscal year ended December 31, 2006.2008. The contribution was made during 2006. T. Dean Harton,2008. Thomas C. Stevenson, III, Sheryl G. Sharry and Hugh C. Lane, Jr., currently serve as Plan Administrators and as Trustees for the Plan. The Plan currently owns 226,823226,533 shares or 5.77%5.70% of the Company’s Common Stock.
During the fiscal year ended December 31, 2006,2008, the Company had no plans or arrangements pursuant to which any Executive Officer, Director or Principal Shareholder received contingent remuneration or personal benefits other than the contingent remuneration and life, disability, dental and health insurance benefits. Life, disability, dental and health insurance benefits are available for all employees of the Bank who work at least 30 hours a week.
OPTION AWARDS
                            
 
              Equity Incentive          
              Plan Awards:          
    Number of   Number of   Number of          
    Securities   Securities   Securities          
    Underlying   Underlying   Underlying   Option   Option  
    Unexercised Options   Unexercised Options   Unexercised   Exercise   Expiration  
 Name  Exercisable   Unexercisable   Unearned Options   Price   Date  
 Hugh C. Lane, Jr.   —    —    —    —    —  
 William L. Hiott, Jr.   —    —    —    —    —  
 Fleetwood S. Hassell   —    —    5,000   $16.62   May 17, 2016 
 
Equity Incentive
Number ofPlan Awards: Number
Number of SecuritiesSecuritiesof Securities
UnderlyingUnderlyingUnderlying
Unexercised OptionsUnexercised OptionsUnexercisedOption ExerciseOption Expiration
NameExercisableUnexercisableUnearned OptionsPriceDate
Hugh C. Lane, Jr.—————
William L. Hiott, Jr.—————
Fleetwood S. Hassell—————

11

 

On April 14, 1998, the Shareholders of the Company approved an Incentive Stock Option Plan for the benefit of eligible officers and employees of the Bank and reserved a total 180,000 shares. On April 16, 1998, the Bank granted options to purchase Common Stock in the aggregate amount of 146,000 shares to 52 employees of the Bank (including officers, such Directors as are also employees and other employees) pursuant to the Incentive Stock Option Plan. These grants included those to Hugh C. Lane, Jr., William L. Hiott, Jr., and Fleetwood S. Hassell, Executive Officers and Directors and Nathaniel I. Ball, III, retired(retired) Executive Officer and Director. As adjusted for a 10% stock dividend paid on May 15, 1998, 198,000 shares were being held in reserve.
As of July 10, 2000, all of the option holders, including the above Executive Officers, terminated their existing stock options. There was no obligation on the part of the Company or The Bank of South Carolina to issue additional or replacement options. No options were exercised in 1998, 1999 or 2000. On May 14, 2001, the Bank granted options to purchase Common Stock in the aggregate amount of 152,350 shares to 45 employees of the Bank (including officers, such Directors as are also employees and other employees) pursuant to the Incentive Stock Option Plan. These grants included those to Hugh C. Lane, Jr., William L. Hiott, Jr., and Fleetwood S. Hassell, Executive Officers and Directors and Nathaniel I. Ball, III., retiredIII, (retired) Executive Officer and Director. Except for those options granted to Hugh C. Lane, Jr. as described below, all of the options were granted at an exercise price of $13.50 per share. No additional options were granted during 2001. Additional options forOptions to purchase 9,500 shares were granted at an exercise price of $14.925 per share to 4 employees of the Bank during 2002. Options forto purchase 13,500 shares with an exercise price of $14.20 per share were granted to 13 employees in 2003. Options forto purchase 4,000 shares with an exercise price of $14.00 were granted to one employee in 2004. No options were exercised during 2001, 2002, 2003 or 2004. Options forto purchase 32,500 shares with an exercise price of $16.62 were granted to twenty-one employees in 2006. Options to purchase 5,000 shares with an exercise price of $15.99 and options to purchase 5,000 shares with an exercise price of 15.51 were granted to two employees in 2007. During 2008, options to purchase 4,500 shares with an exercise price of $14.19 were granted to two employees.
As adjusted for a 10% stock dividend effective on July 15, 2003, a 10% stock distribution effective April 29, 2005 and a 25% stock dividend effective on April 28, 2006, there are currently 30,71738,541 shares being held in reserve. There are currently outstanding options to purchase 15,87913,532 shares at an option price of $9.39 per share, 112,465options to purchase 62,616 shares at an option price of $8.92 per share, 31,750options to purchase 17,250 shares at an option price of $16.62 per share, options to purchase 5,000 shares at an option price of $15.99 per share, options to purchase 5,000 shares at an option price of $15.51 per share and options to purchase 2,000 shares at an option price of $14.19 resulting in total outstanding options to purchase 160,094105,398 shares at the prices set forth above.
As adjusted for a 10% stock dividend effective on July 15, 2003, a 10% stock distribution effective April 29, 2005 and a 25% stock dividend effective April 28, 2006, options for 39,529to purchase 44,853 shares with an exercise price of $8.92 per share, options forto purchase 11,343 shares with an exercise price of $9.87, options to purchase 4,537 shares with an exercise price of $9.39 per share, options forto purchase 5,500 shares with an exercise price of $9.26 per share, and options for 750to purchase 15,250 shares with an exercise price of $16.62 per share and options to purchase 2,500 shares with an exercise price of $14.19 have expired. There were no32,500 options granted during 2005 and 32,500 shares granted in 2006 with an exercise price of $16.62. During 2007, there were 5,000 options granted with an exercise price of $15.99 and 5,000 options granted with an exercise price of $15.51. There were 4,500 options granted during 2008 with an exercise price of $14.19.

12

On October 2, 2005, Nathaniel I. Ball, III retired(retired) Executive Officer and Director, in accordance with the Incentive Stock Option Plan, exercised his options to purchase 16,637 shares of common stock. The stock was purchased with the redemption of 10,300 shares of Bank of South Carolina Corporation common stock (personally held) with a price of $18.00 a share and the payment of $225 cash. On May 14, 2006 in accordance with the Incentive Stock Option Plan, options to purchase 67,220 shares of common stock became exercisable. Hugh C. Lane, Jr. exercised his option to purchase 24,956 shares at $9.82 per share. Twenty-four employees, including William L. Hiott, Jr. Executive Vice President and Treasurer and Fleetwood S. Hassell, Executive Vice President, exercised their option to purchase 39,846 shares of common stock at $8.92 per share. William L. Hiott purchased 4,159 shares and Fleetwood S. Hassell purchased 2,495 shares. On December 4, 2006 Janice Flynn, former Senior Vice President exercised her options to purchase 6,655 shares at $8.92 per share and 3,025 shares at $9.87 per share. Her shares became fully vested due to permanent disability. On May 14, 2007 in accordance with the Incentive Stock Option Plan, options to purchase 27,488 shares at $8.92 per share became exercisable. Twenty employees, including William L. Hiott, Jr., Executive Vice President and Treasurer and Fleetwood S. Hassell, Executive Vice President, exercised their options to purchase 24,257 shares of common stock at $8.92 per share. William L. Hiott, Jr. purchased 4,159 shares and Fleetwood S. Hassell purchased 2,495 shares. On May 14, 2008 in accordance with the Incentive Stock Option Plan, options to purchase 27,488 shares at $8.92 per share became exercisable. Fourteen employees, including William L. Hiott, Jr. Executive Vice President and Treasurer and Fleetwood S. Hassell, Executive Vice President, exercised their options to purchase 20,268 shares of common stock at $8.92 per share. On May 15, 2008 in accordance with the Incentive Stock Option Plan, options to purchase 3,174 at 9.39 per share became exercisable. Eight employees exercised their options to purchase 2,347 shares of common stock at 9.39 per share. All stock options were fully vested and fully exercisable.

12

Hugh C. Lane, Jr., President and Chief Executive Officer, was granted the option to purchase 16,500 shares of Common Stock of the Company pursuant to the Incentive Stock Option Plan at a price of $14.85 per share. The options wereoption was exercisable on May 14, 2006 and would have expired if not exercised on that date. William L. Hiott, Jr., Executive Vice President and Treasurer, was granted the option to purchase 13,750 shares of Common Stock of the Company and Fleetwood S. Hassell, Executive Vice President was granted the option to purchase 8,250 pursuant to the Incentive Stock Option Plan at a price of $13.50 per share. All of these options became exercisable in five 20% increments beginning May 14, 2006, with an additional 20% to be exercisable on and for the year following each successive anniversary. The right to exercise each such 20% of each option is cumulative and will not expire until the 10th anniversary of the date of the grant.
As adjusted for a 10% stock dividend effective on July 15, 2003, a 10% stock distribution effective on April 29, 2005 and a 25% stock dividend effective April 28, 2006, William L. Hiott, Jr., Executive Vice President and Treasurer, has the option to purchase 16,6378,319 shares at a price of $8.92 per share and Fleetwood S. Hassell, Executive Vice President, has the option to purchase 9,9824,992 shares at a price of $8.92 per share and 5,000 shares at a price of $16.62. The options to purchase 5,000 shares at a price of $16.62 per share were granted to Fleetwood S. Hassell on May 17, 2006.2006 and will be exercisable on May 17, 2011.
In the event of a prospective reorganization, consolidation or sale of substantially all of the assets or any other form of corporate reorganization in which the Company would not be the surviving entity or in the event of the acquisition, directly or indirectly, of the beneficial ownership of 24% of the Common Stock of the Company or the making, orally or in writing, of a tender offer for, or any request or invitation for tender of, or any advertisement making or inviting tenders of the Company stock by any person, all options in effect at that time would accelerate so that all options would become immediately exercisable and could be exercised within one year immediately following the date of acceleration but not thereafter.
In the case of termination of employment of an option holder other than involuntary termination without just cause, retirement, death or legal disability, the option holder may exercise the option only with respect to those shares of Common Stock as to which he or she has become vested. The option holder may exercise the option with respect to such shares no more than 30 days after the date of termination of employment (but in any event prior to the expiration date).
In the event that the option holder’s employment is terminated without just cause, the option shall become fully vested and fully exercisable as of the date of his or her termination without regard to the five year initial vesting and exercisability or to the 20% annual increments thereafter.schedule. The option holder may exercise the option following an involuntary termination without just cause until the expiration date of the option.

13

 

In the event the option holder remains in the continuous employ of the Company or any subsidiary from the date of the grant until the option holder’s retirement, the option shall become fully vested and fully exercisable as of the date of his or her retirement without regard to the five year initial vesting and exercisability or to the 20% annual increments thereafter.schedule. The option holder may exercise the option following his or her retirement until the expiration date.
In the event the option holder remains in the continuous employ of the Company or a subsidiary from the date of the grant until his or her death, the option shall become fully vested and fully exercisable as of the date of death without regard to the five year initial vesting and exercisability or the 20% annual increments thereafter.schedule. The person or persons entitled to exercise the option following the option holder’s death may exercise the option until the expiration date.
In the event the option holder remains in the continuous employ of the Company or any subsidiary from the date of the grant until the date of his or her legal disability, the option shall become fully vested and fully exercisable as of the date of his or her termination of employment on account of his or her legal disability without regard to the five year initial vesting and exercisability or to the 20% annual increments thereafter.schedule. The option holder may exercise the option following such termination of employment until the expiration date.
The Stock Incentive Plan provides for adjustment in the number of shares of Common Stock authorized under the Plan or granted to an optioneeemployee to protect against dilution in the event of changes in the Company’s capitalization, including stock splits and dividends.
Shown below is information with respect to unexercised options to purchase Common Stock of the Company held by the named Executive Officers at December 31, 2006.2008.
                        
 Number of Securities Value of Unexercised                        
 Underlying Unexercised In-the-Money Number of Securities Value of Unexercised
 Options/SARS Options/SARS Underlying Unexercised In-the-Money
 # of Shares at Year-End (#) at Year-End (#) # of Shares Options/SARS Options/SARS
 Acquired Value         Acquired Value at Year-End (#) at Year-End (#)
 On Exercise Realized ($) Exercisable Unexercisable Exercisable Unexercisable On Exercise Realized ($) Exercisable Unexercisable Exercisable Unexercisable
Hugh C. Lane, Jr. 24,956 245,068 0 0 0 $0  24,956 245,068 0 0 0 $0 
Fleetwood S. Hassell 2,495 22,255 0 14,982 0 $235,967  7,485 66,766 0 9,992 0 $127,629 
William L. Hiott, Jr. 4,159 37,098 0 16,637 0 $262,033  12,477 111,295 0 8,319 0 $74,205 
Transactions and Relations with Directors, Executive Officers, and their Associates and Affiliates of Directors
DIRECTOR COMPENSATION
             
 
    FEES      
    EARNED      
    OR PAID      
 NAME  IN CASH   TOTAL  
 Linda J. Bradley-McKee, PHD, CPA  $5,100   $5,100  
 C. Ronald Coward  $7,300   $7,300  
 Graham M. Eubank, Jr.  $5,250   $5,250  
 T. Dean Harton  $4,900   $4,900  
 Fleetwood S. Hassell   —    —  
 Glen B. Haynes, DVM (1)  $850   $850  
 William L. Hiott, Jr.   —    —  
 Katherine M. Huger  $5,400   $5,400  
 Richard W. Hutson, Jr.  $6,000   $6,000  
 Charles G. Lane, Jr.  $6,450   $6,450  
 Hugh C. Lane, Jr.   —    —  
 Louise J. Maybank  $5,500   $5,500  
 Alan I. Nussbaum, MD  $6,850   $6,850  
 Edmund Rhett, Jr. MD  $5,800   $5,800  
 Malcolm M. Rhodes, MD  $4,300   $4,300  
 Thomas C. Stevenson, III  $6,700   $6,700  
 Steve D. Swanson  $4,600   $4,600  
 John M. Tupper (2)  $3,600   $3,600  
 
         
  FEES    
  EARNED    
  OR PAID    
NAME IN CASH  TOTAL 
C. Ronald Coward $7,150  $7,150 
Graham M. Eubank, Jr. $4,950  $4,950 
T. Dean Harton (Deceased) $900  $900 
Fleetwood S. Hassell  —   — 
Glen B. Haynes, DVM $7,750  $7,750 
William L. Hiott, Jr.  —   — 
Katherine M. Huger $5,400  $5,400 
Richard W. Hutson, Jr. $4,950  $4,950 
Charles G. Lane, Jr. $5,500  $5,500 
Hugh C. Lane, Jr.  —   — 
Louise J. Maybank $6,300  $6,300 
Dr. Linda J. Bradley McKee, CPA $4,650  $4,650 
Alan I. Nussbaum, MD $6,850  $6,850 
Edmund Rhett, Jr. MD $5,350  $5,350 
Malcolm M. Rhodes, MD $5,050  $5,050 
Thomas C. Stevenson, III $7,050  $7,050 

14

 

1)Glen B. Haynes, DVM served on the Advisory Board for the Summerville Branch of The Bank of South Carolina. The Nominating Committee nominated Glen B. Haynes, DVM to serve on the Board of Directors at its December 14, 2006 meeting. This recommendation was approved by The Board of Directors and will be voted on at the annual meeting
2)John M. Tupper served on The Board of Directors from the last annual meeting until his death on July 31, 2006.
Non-officer Directors of the Company received $150.00 for each meeting of the Board of Directors of the Company attended and non-officer Directors of the Bank received $300.00 for each meeting of the Board of Directors of the Bank attended and $150.00 for each Company or Bank Board Committee meeting attended.
The Company does not have any existing continuing contractual relationships with any Director, Nominee for election as Director or Executive Officer of the Company or the Bank, or any Shareholder owning, directly or indirectly, more than 5% of the shares of Common Stock of the Company, or any associate of the foregoing persons. Directors, Executive Officers, Nominees for election as Directors, and members of the immediate family of any of the foregoing have had in the past, have at present, and will have in the future, customer relationships with the Bank. Such transactions have been and will continue to be made in the ordinary course of business, made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with other persons, and such transactions did not and will not involve more than the normal risk of collectability or present other unfavorable features.
Hugh C Lane, Jr,William L. Hiott, Jr. Executive Vice President and Chief Executive OfficerTreasurer and Director, failed to file two Form 4’s in a timely manner. Richard W. Hutson, Jr., Director, T. Dean Harton, Director, Fleetwood S. Hassell, Executive Vice President, and Director and Thomas C. Stevenson, III, Director, each failed to file one Form 4 in a timely manner.
RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUNTANTS
On November 17, 2005, theThe appointment of KPMG, LLPElliott Davis, LLC as independent auditor was terminated effective upon the completion of the audit of the Company’s financial statements as of and for the year ending December 31, 2005 and the issuance of KPMG LLP’s report thereon. The decision to changepublic accountants to Elliott Davis, LLC was approved by the Audit Committee of the Board of Directors and ratified by the Shareholders at the 2006, 2007 and 2008 Annual Shareholders Meeting.Meetings. At the 20072009 Annual Shareholders’ Meeting the following resolution will be subject to ratification by a simple majority vote of shares represented at the meeting:
RESOLVED, that the selection of Elliott Davis, LLC as the independent certified public accountants of Bank of South Carolina Corporation (the “Company”) and its sole subsidiary, The Bank of South Carolina (the “Bank”), for the fiscal year ending December 31, 2007,RESOLVED, that the selection of Elliott Davis, LLC as the independent certified public accountants of Bank of South Carolina Corporation (the “Company”) and its sole subsidiary, The Bank of South Carolina (the “Bank”), for the fiscal year ending December 31, 2009, is hereby ratified.
If ratification is not achieved, the selection of an independent certified public accountant will be reconsidered and made by the Board of Directors. Even if selection is ratified, the Board of Directors reserves the right to, and in its discretion may, direct the appointment of any other independent certified public accounting firm at any time if the Board decides that such a change would be in the best interests of the Company and its Shareholders.
The services provided by KPMG LLP and Elliott Davis, LLC included the examination and reporting of the financial status of the Company and the Bank. These services have been furnished at customary rates and terms. There are no existing direct or indirect agreements or understandings that fix a limit on current or future fees for these audit services.
KPMG LLP assisted in the preparation of the Company’s and Bank’s tax returns for the fiscal years ending December 31, 1995 through 2005. Elliott Davis, LLC assisted in the preparation of the Company’s and Bank’s tax returns for the fiscal year ending December 31, 2006.2006 through 2008. These non-audit services were routine in nature and did not compose more than 25% of the total fees paid to KPMG LLPElliott Davis, LLC in 2005.2006, 2007 or 2008.
A representative of Elliott Davis, LLC is expected to attend the Annual Shareholders’ Meeting with the opportunity to make a statement, if desired, and is expected to be available to respond to appropriate questions.
Before the independent certified public accountants of the Company and the Bank are engaged to render non-audit services for the Company or the Bank, each engagement is approved by the Audit Committee. All of the audit and tax services provided by Elliott Davis, LLC for the fiscal year ending December 31, 20062008 were preapproved by the Audit Committee.

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Audit Fees
Elliott Davis, LLC’s aggregate fees billed for professional services rendered for the audit of the Company’s annual financial statements and for the reviews of the financial statements included in the Company’s Form 10-KSB and 10-K and Quarterly Reports on Form 10-QSB for 2006,and 10-Q were $9,500$60,750 in 2006. KPMG, LLP billed $46,3002008, $54,800 in 20062007 and $39,775$33,500 in 2005, for professional services rendered for the audit of the Company’s annual financial statements and for the reviews of the financial statements included in the Company’s Form 10-KSB and Quarterly Reports on Form 10-OSB for 2005.2006.
Tax Fees
Elliott Davis, LLC’s fees for tax compliance services were $700$9,300 in 2006. KPMG, LLP’s fees for tax compliance were $8,8702008, $7,000 in 20062007 and $11,875$7,695 in 2005.2006.
The Audit Committee of the Board of Directors has determined that the provision of tax services is compatible with maintaining the accountant’s independence.
OTHER MATTERS
Management requests that the shareholders approve an increase in the authorized shares of Common Stock from 6,000,000 shares to 12,000,000 shares. Management is requesting this increase for Corporation matters which includes but is not limited to stock dividends and stock splits. Management is not aware of any matters to come before the meeting that will require the vote of Shareholders other than those matters indicated in the Notice of Meeting and this Proxy Statement.
However, if any other matter calling for Shareholder action should properly come before the meeting or any adjournments thereof, those persons named as proxies in the enclosed Proxy Form will vote thereon according to their best judgment.
PENDING LITIGATION
There isIn the opinion of management, there are no legal proceedings pending other than routine litigation involvingincidental to its business including amounts which are not material to the Company.financial condition of the Company and the Bank. To the knowledge of management, no proceedings have been instituted or are contemplated by or against any government authority against or by the Company or the Bank.
COMMUNICATIONS WITH THE BOARD OF DIRECTORS
The Board of Directors has adopted a process by which security holders may send communications to the Board of Directors of the Company. That process is for any security holder to send a written communication to Hugh C. Lane, Jr., President, Bank of South Carolina Corporation, 256 Meeting Street, Charleston, South Carolina 29401, or to fax such communication to Hugh C. Lane, Jr., President, at (843) 724-1513. A security holder is free to address any communication to any Director at the address of such Director set forth in this Proxy Statement. Any communication from a security holder received by the President shall be sent to all Members of the Executive Committee and, if any member of the Executive Committee so directs, will be sent to all members of the Board of Directors.

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ANNUAL REPORT
The Annual Report for the fiscal year ended December 31, 2006,2008, filed with the Securities and Exchange Commission on Form 10-KSB,10-K, is mailed herewith to all Shareholders.
SHAREHOLDER PROPOSALS FOR THE 20082010 ANNUAL SHAREHOLDERS’ MEETING
Shareholder proposals, if any, for inclusion in the Proxy Statement relating to the 20082010 Annual Shareholders’ meeting, must be addressed to and received in the office of the President no later than December 7, 2007.4, 2009.
By Order of the Board of Directors
/s/Richard W. Hutson, Jr.
Richard W. Hutson, Jr.
Secretary
February 22, 200726, 2009

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PROXY CARD
BANK OF SOUTH CAROLINA CORPORATION
PROXY FOR ANNUAL MEETING OF SHAREHOLDERS APRIL 10, 200714, 2009
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
KNOW ALL PERSONS BY THESE PRESENTS THAT I, the undersigned Shareholder of Bank of South Carolina Corporation (the Company) do hereby appoint Edmund Rhett, Jr., MD, Richard W. Hutson, Jr. and Louise J. Maybank, (no officer or employee of the Company or any subsidiary may be appointed), or any one of them, with full power to act alone, my true and lawful attorney(s) with full power of substitution, to vote on behalf of the undersigned all shares of common stock of the Company which the undersigned would be entitled to vote at the Annual Meeting of Shareholders of the Company to be held at The Bank of South Carolina, 256 Meeting Street, Charleston, South Carolina on Tuesday, April 10, 2007,14, 2009, at 2:00 p.m., or at any adjournments or postponements thereof, with all the powers the undersigned would possess if personally present upon the following matters:
The Board of Directors recommends a vote “FOR” proposals 1, 2 and 3.
 
1.
ELECTION OF DIRECTORS
  
1.
 ELECTION OF DIRECTORS
oFORall nominees listed below (except as marked to the contrary below).

oWITHHOLD AUTHORITYto vote for all nominees listed below.
   
Linda J. Bradley-McKee, PHD, CPA,David W. Bunch, C. Ronald Coward, Graham M. Eubank, T. Dean Harton, Fleetwood S. Hassell, Glen B. Haynes, DVM, William L. Hiott, Jr., Katherine M. Huger, Richard W. Hutson, Jr., Charles G. Lane, Hugh C. Lane, Jr., Louise J. Maybank, Dr. Linda J. Bradley McKee, CPA, Alan I. Nussbaum, MD, Edmund Rhett, Jr., MD, Malcolm M. Rhodes, MD., David R. Schools, Thomas C. Stevenson, III and Steve D. Swanson.III.
   
(INSTRUCTION:To withhold authority to vote for any individual nominee, write the nominee’s name in the space provided below.)

 
 
2. 
APPROVAL OF ELLIOTT DAVIS, LLCas the Company’s independent auditors for the fiscal year ending December 31, 2007.2009.

  oFORoAGAINSToABSTAIN
   
3.APPROVAL OF INCREASE IN AUTHORIZED SHARESfrom 6,000,000 to 12,000,000.
oFOR
 oAGAINSToABSTAIN
 
4.3. The transaction of such other business as may properly come before the meeting.
Each properly executed proxy will be voted in accordance with specifications made hereon. If no specification is made, the shares represented by this Proxy will be voted “FOR” the nominees, “FOR” Elliott Davis, LLC and in the discretion of the Proxies, on any other business as may properly come before the meeting.
The undersigned hereby acknowledges receipt of the Company’s 20062008 Annual Report on Form 10-KSB10-K as filed with the Securities and Exchange Commission and the accompanying Notice of Meeting and Proxy Statement and hereby revokes any proxy or proxies heretofore given.
   
  Dated: __________________________________, 2007, 2009
   
   
   
  
   
   
  Signature(s) of Shareholder(s)
 
 Please date and sign exactly as name appears
hereon. Executors, Administrators, Trustees, etc., must so indicate when signing. If shares are held
jointly, both owners should sign.

BANK OF SOUTH CAROLINA CORPORATION
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY
MATERIALS FOR THE SHAREHOLDER MEETING TO BE HELD ON
APRIL 14, 2009
THE PROXY STATEMENT AND ANNUAL REPORT ARE AVAILABLE ON THE INTERNET AT THE BANK OF SOUTH CAROLINA CORPORATION WEBSITE: WWW.BANKSC.COM.
The materials available on the website include the Proxy Statement, the Annual Report, the Notice of Annual Meeting of Shareholders and the Proxy Card.