SSB DEF 14A Report ended April 23, 2013

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.          )

SCBT FINANCIAL CORPORATION
520 Gervais Street
Columbia, South Carolina 29201

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

To be held April 23, 2013

TO THE SHAREHOLDERS:

Notice is hereby given that the Annual Meeting of the Shareholders (the "Annual Meeting") of SCBT Financial Corporation, a South Carolina corporation (the "Company"), will be held at the Company's headquarters in the Orangeburg Conference Room on the second floor, 520 Gervais Street, Columbia, South Carolina at 2:00 p.m., on April 23, 2013, for the following purposes:

(1)

To elect five directors of the Company to serve three-year terms, one director of the Company to serve a two-year term, and one director of the Company to serve a one-year term (Board of Directors unanimously recommends that you vote "FOR" this proposal);



(2)

To ratify the appointment of Dixon Hughes Goodman LLP, Certified Public Accountants, as independent registered public accounting firm for the Company for the fiscal year ending December 31, 2013 (Board of Directors unanimously recommends that you vote "FOR" this proposal); and



(3)

To transact such other business as may properly come before the Annual Meeting or any adjournment thereof.

Only record holders of Common Stock of the Company at the close of business on February 28, 2013, are entitled to notice of and to vote at the Annual Meeting or any adjournment thereof.

You are cordially invited and urged to attend the Annual Meeting in person. Whether or not you plan to attend the Annual Meeting in person, you are requested to promptly vote by telephone, internet, or by mail on the proposals presented, following the instructions on the Proxy Card for whichever voting method you prefer. If you vote by mail, please complete, date, sign, and promptly return the enclosed proxy in the enclosed self-addressed, postage-paid envelope. If you need assistance in completing your proxy, please call the Company at 800-277-2175. If you are a record shareholder, attend the meeting, and desire to revoke your proxy and vote in person, you may do so. In any event, a proxy may be revoked by a record shareholder at any time before it is exercised.

By Order of the Board of Directors



Renee R. Brooks
Secretary

Columbia, South Carolina
March 4, 2013

SCBT FINANCIAL CORPORATION
520 Gervais Street
Columbia, South Carolina 29201

PROXY STATEMENT
FOR THE ANNUAL MEETING OF SHAREHOLDERS
to be Held April 23, 2013

This Proxy Statement is furnished to shareholders of SCBT Financial Corporation, a South Carolina corporation (herein, unless the context otherwise requires, together with its subsidiaries, the "Company"), in connection with the solicitation of proxies by the Company's Board of Directors for use at the Annual Meeting of Shareholders to be held at the Company's headquarters in the Orangeburg Conference Room on the second floor, 520 Gervais Street, Columbia, South Carolina at 2:00 p.m., on April 23, 2013 or any adjournment thereof (the "Annual Meeting"), for the purposes set forth in the accompanying Notice of Annual Meeting of Shareholders. Directions to the Company's headquarters may be obtained by contacting Keith Rainwater at 803-231-3539.

Solicitation of proxies may be made in person or by mail, telephone or other means by directors, officers and regular employees of the Company. The Company may also request banking institutions, brokerage firms, custodians, nominees and fiduciaries to forward solicitation materials to the beneficial owners of the common stock, par value $2.50 per share (the "Common Stock"), of the Company held of record by such persons, and the Company will reimburse the reasonable forwarding expenses. The cost of solicitation of proxies will be paid by the Company. This Proxy Statement was first mailed to shareholders on or about March 7, 2013.

The Company has its principal executive offices at 520 Gervais Street, Columbia, South Carolina 29201. The Company's mailing address is P.O. Box 1030, Columbia, South Carolina 29202, and its telephone number is 800-277-2175.

ANNUAL REPORT

The Annual Report to Shareholders (which includes the Company's Annual Report on Form 10-K containing, among other things, the Company's fiscal year ended December 31, 2012 financial statements) accompanies this proxy statement. Such Annual Report to Shareholders does not form any part of the material for the solicitation of proxies.

REVOCATION OF PROXY

Any record shareholder returning the accompanying proxy may revoke such proxy at any time prior to its exercise (a) by giving written notice to the Company of such revocation, (b) by voting in person at the meeting, or (c) by executing and delivering to the Company a later dated proxy. Attendance at the Annual Meeting will not in itself constitute revocation of a proxy. Any written notice or proxy revoking a proxy should be sent to SCBT Financial Corporation, P.O. Box 1030, Columbia, South Carolina 29202, Attention: Renee R. Brooks. Written notice of revocation or delivery of a later dated proxy will be effective upon receipt thereof by the Company.

QUORUM AND VOTING

The Company's only voting security is its Common Stock, each share of which entitles the holder thereof to one vote on each matter to come before the Annual Meeting. At the close of business on February 28, 2013 (the "Record Date"), the Company had issued and outstanding 17,008,389 shares of Common Stock, which were held of record by approximately 4,100 persons and held of record or beneficially by approximately 7,300 persons. Only shareholders of record at the close of business on the

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Record Date are entitled to notice of and to vote on matters that come before the Annual Meeting. Notwithstanding the Record Date specified above, the Company's stock transfer books will not be closed and shares of the Common Stock may be transferred subsequent to the Record Date. However, all votes must be cast in the names of holders of record on the Record Date.

The presence in person or by proxy of the holders of a majority of the outstanding shares of Common Stock entitled to vote at the Annual Meeting is necessary to constitute a quorum at the Annual Meeting. If a share is represented for any purpose at the Annual Meeting by the presence of the registered owner or a person holding a valid proxy for the registered owner, it is deemed to be present for the purposes of establishing a quorum. Therefore, valid proxies which are marked "Abstain" or "Withhold" or as to which no vote is marked, including proxies submitted by brokers who are the record owners of shares but who lack the power to vote such shares (so-called "broker non-votes"), will be included in determining the number of votes present or represented at the Annual Meeting. If a quorum is not present or represented at the meeting, the shareholders entitled to vote, present in person or represented by proxy, have the power to adjourn the meeting from time to time until a quorum is present or represented. If any such adjournment is for a period of less than 30 days, no notice, other than an announcement at the meeting, is required to be given of the adjournment. If the adjournment is for 30 days or more, notice of the adjourned meeting will be given in accordance with the Company's Bylaws. Directors, officers and regular employees of the Company may solicit proxies for the reconvened meeting in person or by mail, telephone or other means. At any such reconvened meeting at which a quorum is present or represented, any business may be transacted that might have been transacted at the meeting as originally noticed. Once a quorum has been established, it will not be destroyed by the departure of shares prior to the adjournment of the meeting.

Provided a quorum is established at the meeting, directors will be elected by a majority of the votes cast at the Annual Meeting. Shareholders of the Company do not have cumulative voting rights.

All other matters to be considered and acted upon at the Annual Meeting, including the proposal to ratify the appointment of Dixon Hughes Goodman LLP, Certified Public Accountants, as independent registered public accounting firm, require that the number of shares of Common Stock voted in favor of the matter exceed the number of shares of Common Stock voted against the matter, provided a quorum has been established. Abstentions, broker non-votes and the failure to return a signed proxy will have no effect on the outcome of such matters.

If you hold your shares of common stock in street name, it is critical that you cast your vote if you want it to count in the election of director nominees. In the past, if you held your shares in street name and you did not indicate how you wanted your shares voted in the election of directors, your bank or broker was allowed to vote those shares on your behalf in the election of directors as they deemed appropriate. Changes in regulations in recent years have eliminated the ability of your bank or broker to vote your uninstructed shares in the election of directors on a discretionary basis. Therefore, if you hold your shares in street name and you do not instruct your bank or broker how to vote in the election of directors, no votes will be cast on your behalf.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS
FOR THE SHAREHOLDER MEETING TO BE HELD ON APRIL 23, 2013

This Proxy Statement and the Company's 2012 Annual Report to Shareholders (which includes its 2012 Annual Report on Form 10-K) are available at http://www.envisionreports.com/SCBT.

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ACTIONS TO BE TAKEN BY THE PROXIES

Each proxy, unless the shareholder otherwise specifies therein, will be voted according to the recommendations of the Board of Directors as follows:

In each case where the shareholder has appropriately specified how the proxy is to be voted, it will be voted in accordance with his or her specifications. As to any other matter of business that may be brought before the Annual Meeting, a vote may be cast pursuant to the accompanying proxy in accordance with the best judgment of the persons voting the same. However, the Board of Directors does not know of any such other business.

SHAREHOLDER PROPOSALS AND COMMUNICATIONS

Any shareholder of the Company desiring to include a proposal in the Company's 2014 proxy materials for action at the 2014 Annual Meeting of Shareholders must deliver the proposal to the executive offices of the Company no later than November 15, 2013 if such proposal is to be considered for inclusion in the 2014 proxy materials. Only proper proposals that are timely received will be included in the Company's 2014 Proxy Statement and Proxy. In addition, a shareholder who desires to nominate a person for election to the Board of Directors of the Company or to make any other proposal for consideration by shareholders at a shareholders' meeting must deliver notice of such proposed action to the secretary of the Company no less than 45 days before such meeting. For a nominee for director, such notice should be addressed to the Governance Committee of the Company at P.O. Box 1030, Columbia, South Carolina 29202. The recommendation must set forth the name and address of the shareholder or shareholder group making the nomination; the name of the nominee; his or her address; the number of shares of Company stock owned by the nominee; any arrangements or understandings regarding nomination; the five-year business experience of the recommended candidate; legal proceedings within the last five years involving the candidate; a description of transactions between the candidate and the Company valued in excess of $120,000 and other types of business relationships with the Company; a description of any relationships or agreements between the recommending shareholder or group and the candidate regarding nomination; a description of known relationships between the candidate and the Company's competitors, customers, business partners or other persons who have a business relationship with the Company; and a statement of the recommended candidate's qualifications for Board membership. For any other shareholder proposal, such notice must set forth the name and address of the shareholder making the proposal and the text of the resolution to be voted on.

The Company does not have a formal process by which shareholders may communicate with the Board of Directors. Historically, however, the chairman of the Board or the Governance Committee has undertaken responsibility for responding to questions and concerns expressed by shareholders. In the view of the Board of Directors, this approach has been sufficient to ensure that questions and concerns raised by shareholders are adequately addressed. Any shareholder desiring to communicate with the Board may do so by writing to the Secretary of the Company at P.O. Box 1030, Columbia, South Carolina 29202.

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BENEFICIAL OWNERSHIP OF CERTAIN PARTIES

The following table sets forth the number and percentage of outstanding shares that exceed 5% beneficial ownership (determined in accordance with Rule 13d-3 under the Securities Exchange Act of 1934) by any single person or group, as known by the Company:

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BENEFICIAL OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS

The following table sets forth, as of February 28, 2013, the number and percentage of outstanding shares of Common Stock beneficially owned by (i) each director and nominee for director of the Company, (ii) each executive officer named in the Summary Compensation Table, and (iii) all executive officers and directors of the Company as a group.

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ELECTION OF DIRECTORS

The Articles of Incorporation of the Company provide for a maximum of twenty directors, to be divided into three classes with each director serving a three-year term, with the classes as equal in number as possible. The Board of Directors has currently established the number of directors at sixteen.

PROPOSAL 1: Robert R. Horger, Jimmy E. Addison, Harry M. Mims Jr., James W. Roquemore, and John W. Williamson, III, all of whom currently are directors of the Company and whose terms expire at the Annual Meeting, have been nominated by the Board of Directors for re-election by the shareholders. If re-elected, Messrs. Horger, Addison, Roquemore, and Williamson will serve as directors of the Company for a three-year term, expiring at the 2016 Annual Meeting of Shareholders of the Company and Mr. Mims will serve as director of the Company for a one-year term, expiring at the 2014 Annual Shareholders Meeting of the Company. Under the Company's Bylaws, if a director attains the age of 72 during his or her term of office, the director will serve only until the next shareholders' meeting after the director's 72nd birthday. Therefore, because Mr. Mims will reach the age of 72 in 2013, his term will expire at the 2014 Annual Shareholders Meeting.

Robert H. Demere Jr. was appointed to the Board of Directors effective December 13, 2012. Under South Carolina law, Mr. Demere's term expires at the Annual Meeting, and we ask that you re-elect Mr. Demere to our Board of Directors. If re-elected, Mr. Demere will serve as a director of the Company for a three-year term, expiring at the 2016 Annual Shareholders Meeting of the Company.

John C. Pollok was appointed to the Board of Directors effective October 25, 2012. Under South Carolina law, Mr. Pollok's term expires at the Annual Meeting, and we ask that you re-elect Mr. Pollok to our Board of Directors. If re-elected, Mr. Pollok will serve as a director of the Company for a two-year term, expiring at the 2015 Annual Shareholders Meeting of the Company.

The Board unanimously recommends a vote FOR these nominees.

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The table below sets forth for each director his or her name, age, when first elected and current term expiration, business experience for at least the past five years, and the qualifications that led to the conclusion that the individual should serve as a director.

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9

10

11

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FAMILY RELATIONSHIPS

There are no family relationships among any of the directors and executive officers of the Company.

THE BOARD OF DIRECTORS AND COMMITTEES

During 2012 the Board of Directors of the Company held nine meetings. All directors attended at least 75% of the aggregate of (a) the total number of meetings of the Board of Directors held during the period for which he or she served as a director, and (b) the total number of meetings held by all committees of the Board of Directors of the Company on which he or she served.

There is no formal policy regarding attendance at annual shareholder meetings; however, such attendance has always been strongly encouraged. All of the directors attended the 2012 Annual Shareholders Meeting.

The Board of Directors has adopted a Code of Ethics that is applicable to, among other persons, the Company's chief executive officer, chief financial officer, principal accounting officer and all managers reporting to these individuals who are responsible for accounting and financial reporting. The Code of Ethics is located on the Company's website at www.scbtonline.com under Investor Relations. We will disclose any future amendments to, or waivers from, provisions of these ethics policies and standards on our website promptly as practicable, as and to the extent required under NASDAQ Stock Market listing standards and applicable SEC rules.

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The Board of Directors of the Company maintains executive, audit, compensation, governance and wealth management and trust committees. The composition and frequency of meetings for these committees during 2012 were as follows:

Note: All directors other than Robert R. Horger, Robert R. Hill, Jr., and John C. Pollok meet the independence requirements of The NASDAQ Stock Market. Therefore, under these requirements, a majority of the members of the Company's Board of Directors is independent.

The functions of these committees are as follows:

Executive Committee —The Board of Directors of the Company may, by resolution adopted by a majority of its members, delegate to the executive committee the power, with certain exceptions, to exercise the authority of the Board of Directors in the management of the affairs and property of the Company. The Executive Committee has the authority to recommend and approve new policies and to review and approve present policies or policy updates and changes.

Audit Committee —The Board of Directors has determined that all members of the Audit Committee are independent directors under the independence requirements of The NASDAQ Stock

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Market. The Board of Directors has also determined that M. Oswald Fogle is an "Audit Committee financial expert" for purposes of the rules and regulations of the Securities and Exchange Commission ("SEC") adopted pursuant to the Sarbanes-Oxley Act of 2002. The primary function of the Audit Committee is to assist the Board of Directors of the Company in overseeing (i) the Company's accounting and financial reporting processes generally, (ii) the audits of the Company's financial statements and (iii) the Company's systems of internal controls regarding finance and accounting. In such role, the Audit Committee reviews the qualifications, performance, effectiveness and independence of the Company's independent accountants and has the authority to appoint, evaluate and, where appropriate, replace the Company's independent accountants. The Audit Committee also oversees the Company's internal audit department and consults with management regarding the internal audit process and the effectiveness and reliability of the Company's internal accounting controls. The Board of Directors has adopted a charter for the Audit Committee, a copy of which is located on the Company's website at www.scbtonline.com under Investor Relations.

Compensation Committee —The Board of Directors has determined that all members of the Compensation Committee are independent directors under the independence requirements of The NASDAQ Stock Market applicable to directors who do not serve on the Audit Committee. The Compensation Committee, among other functions, has overall responsibility for evaluating, and approving or recommending to the Board for approval, the director and officer compensation plans, policies and programs of the Company. The full Board of Directors is then responsible for approving or disapproving compensation paid to the CEO and each of the other executive officers of the Company. The committee, which currently consists of five independent directors, is required to be made up of no fewer than three independent directors who are recommended by the Chairman of the Board of Directors and approved by the Board. The Compensation Committee's processes and procedures for considering and determining executive compensation are described below under "Compensation Discussion and Analysis." The Compensation Committee charter can be found on the Company's website at www.scbtonline.com under Investor Relations.

Governance Committee —The Board of Directors has determined that all members of the Governance Committee are independent directors under the independence requirements of The NASDAQ Stock Market applicable to directors who do not serve on the Audit Committee. The Governance Committee identifies and recommends individuals qualified to become Board members, reviews the corporate governance practices employed by the Company and recommends changes thereto, and assists the Board in its periodic review of the Board's performance. The Governance Committee charter can be found on the Company's website at www.scbtonline.com under Investor Relations.

The Governance Committee acts as the nominating committee for the purpose of recommending to the Board of Directors nominees for election to the Board. The Governance Committee has not established any specific, minimum qualifications that must be met for a person to be nominated to serve as a director, and the Governance Committee has not identified any specific qualities or skills that it believes are necessary to be nominated as a director. The Governance Committee charter provides that potential candidates for the Board are to be reviewed by the Governance Committee and that candidates are selected based on a number of criteria, including a proposed nominee's independence, age, skills, occupation, diversity, experience and any other factors beneficial to the Company in the context of the needs of the Board. The Governance Committee has not adopted a formal policy with regard to the consideration of diversity in identifying director nominees. In determining whether to recommend a director nominee, Governance Committee members consider and discuss diversity, among other factors, with a view toward the needs of the Board of Directors as a whole. The Governance Committee members generally conceptualize diversity expansively to include, without limitation, concepts such as race, gender, national origin, differences of viewpoint, professional experience, education, skill and other qualities or attributes that contribute to Board heterogeneity

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when identifying and recommending director nominees. The Governance Committee believes that the inclusion of diversity as one of many factors considered in selecting director nominees is consistent with the Committee's goal of creating a Board of Directors that best serves the needs of the Company and the interest of its shareholders.

The Governance Committee has performed a review of the experience, qualifications, attributes and skills of the Board's current membership, including the director nominees for election to the Board of Directors and the other members of the Board, and believes that the current members of the Board, including the director nominees, as a whole possess a variety of complementary skills and characteristics, including the following:

•

successful business or professional experience;



•

various areas of expertise or experience, which are desirable to the Company's current business, such as general management, planning, legal, marketing, technology, banking and financial services;



•

personal characteristics such as character, integrity and accountability, as well as sound business judgment and personal reputation;



•

residence in the Bank's service area;



•

willingness and ability to commit the necessary time to fully discharge the responsibilities of Board membership to the affairs of the Company;



•

leadership and consensus building skills; and



•

commitment to the success of the Company.

Each individual director has qualifications and skills that the Governance Committee believes, together as a whole, create a strong, well-balanced Board. The experiences and qualifications of our directors are found in the table on pages 8-13.

The Governance Committee will consider director nominees identified by its members, other directors, officers and employees of the Company and other persons, including shareholders of the Company. The Governance Committee will consider nominees for director recommended by a shareholder if the shareholder provides the committee with the information described in Paragraph 7 under the caption "Committee Authority and Responsibilities" of the Governance Committee's charter.

The required information regarding a director nominee is also discussed in general terms within the first paragraph of the "Shareholder Proposals and Communications" section on page 4 of this proxy statement.

Wealth Management and Trust Committee —The primary purpose of the wealth management and trust committee is to monitor and oversee the wealth management and fiduciary activities of the Company's subsidiary bank, including the business, products, services, operations and financial performance and results of such activities.

Code of Ethics —The Board of Directors of the Company and the Board of Directors of the Company's subsidiary bank have adopted a Code of Ethics to provide ethical guidelines for the activities of agents, attorneys, directors, officers, and employees of the Company and its subsidiaries. The Code of Ethics will promote, train, and encourage adherence in business and personal affairs to a high ethical standard and will also help to maintain the Company as an institution that serves the public with honesty, integrity and fair-dealing. The Code of Ethics is designed to comply with the Sarbanes-Oxley Act of 2002, and certain other laws that provide guidelines in connection with possible breaches of fiduciary duty, dishonest efforts to undermine financial institution transactions and the intent to corrupt or reward a Company employee or other Company representative. A copy of the

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Code of Ethics can be found on the Company's website at www.scbtonline.com under Investor Relations.

Board of Directors' Corporate Governance Guidelines —The Board of Directors of the Company and the Board of Directors of the Company's subsidiary bank have each adopted certain guidelines governing the qualifications, conduct and operation of the Board. Among other things, these guidelines outline the duties and responsibilities of each director, and establish certain minimum requirements for director training. Each director is required to read, review and sign the corporate governance guidelines on an annual basis. A copy of these guidelines can be found on the Company's website at www.scbtonline.com under Investor Relations.

Board Leadership Structure and Role in Risk Oversight

We are focused on the Company's corporate governance practices and value independent Board oversight as an essential component of strong corporate performance to enhance shareholder value. Our commitment to independent oversight is demonstrated by the fact that, except for three directors (our Chief Executive Officer, our Chief Financial Officer and Chief Operating Officer, and our Chairman of the Board) all of our directors are independent. In addition, all of the members of our Board's Audit, Compensation, and Governance Committees are deemed independent based on a Board evaluation.

See the discussion entitled Certain Relationships and Related Transactions on page 52 for additional information concerning Board independence.

Our Board believes that it is preferable for Mr. Horger to serve as Chairman of the Board because of his strong institutional knowledge of the Company's business, history, industry, markets, organization and executive management gained in his nearly 19 years of experience in a leadership position on the Board. We believe it is the Chief Executive Officer's responsibility to manage the Company and the Chairman's responsibility to guide the Board as the Board provides leadership to our executive management. As directors continue to have more oversight responsibility than ever before, we believe it is beneficial to have separate individuals in the role of Chairman and Chief Executive Officer. Traditionally, the Company has maintained the separateness of the roles of the Chairman and the Chief Executive Officer. In making its decision to continue to have a separate individual as Chairman, the Board considered the time and attention that Mr. Hill is required to devote to managing the day-to-day operations of the Company. We believe that this Board leadership structure is appropriate in maximizing the effectiveness of Board oversight and in providing perspective to our business that is independent from executive management.

The Board of Directors oversees risk through the various Board standing committees, principally the Audit Committee, which report directly to the Board. Our Audit Committee is primarily responsible for overseeing the Company's risk management processes on behalf of the full Board of Directors. The Audit Committee focuses on financial reporting risk and oversight of the internal audit process. It receives reports from management at least quarterly regarding the Company's assessment of risks and the adequacy and effectiveness of internal control systems, and also reviews credit and market risk (including liquidity and interest rate risk), and operational risk (including compliance and legal risk). Our Chief Risk Officer and Chief Financial Officer meet with the Audit Committee on a quarterly basis in executive sessions to discuss any potential risks or control issues involving management.

Each of the Board's standing committees, as described above, is involved to varying extents in the following:

•

determining risk appetites, policies and limits



•

monitoring and assessing exposures, trends and the effectiveness of risk management;

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•

reporting to the Board of Directors; and



•

promoting a sound risk management culture.

The full Board of Directors focuses on the risks that it believes to be the most significant facing the Company and the Company's general risk management strategy. The full Board of Directors also seeks to ensure that risks undertaken by the Company are consistent with the Board of Directors' approved risk management strategies. While the Board of Directors oversees the Company's risk management, management is responsible for the day-to-day risk management processes. We believe this division of responsibility is the most effective approach for addressing the risks facing our Company and that our Board leadership structure supports this approach.

We recognize that different Board leadership structures may be appropriate for companies in different situations. We will continue to reexamine our corporate governance policies and leadership structures on an ongoing basis in an effort to ensure that they continue to meet the Company's needs.

PROPOSAL 2: RATIFICATION OF APPOINTMENT OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM

Although the Company is not required to seek shareholder ratification of the selection of its accountants, the Company believes obtaining shareholder ratification is desirable. If the shareholders do not ratify the appointment of Dixon Hughes Goodman LLP, the Audit Committee will re-evaluate the engagement of the Company's independent auditors. Even if the shareholders do ratify the appointment, the Audit Committee has the discretion to appoint a different independent registered public accounting firm at any time during the year if the Audit Committee believes that such a change would be in the best interest of the Company and its shareholders.

The Board unanimously recommends that shareholders vote FOR the ratification of the appointment of Dixon Hughes Goodman LLP as the Company's independent registered public accounting firm.

If a quorum is present, the number of shares of Common Stock voted in favor of this proposal must exceed the number of shares voted against it for approval of this proposal.

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EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

EXECUTIVE SUMMARY

The Compensation Committee seeks to provide compensation arrangements for executive officers that are designed to retain and attract executives who can perform and manage the company in the shareholders' best interest. These compensation arrangements are designed to be aligned with the performance of the company both on a short-term basis and long-term basis and are based both on the individual's contribution and company's performance. They also take into account the principles of Soundness, Profitability and Growth which are the cornerstone on which our culture is built.

These principles have allowed SCBT to be well positioned to take advantage of strategic growth opportunities and to deliver outstanding returns to our shareholders.

Over the past five years the banking industry has faced the most difficult economic times in more than 80 years as well as an ever increasing regulatory environment. Even in this challenging environment SCBT has continued to grow and remain profitable. We believe these accomplishments are a direct result of outstanding leadership and expertise provided by SCBT's Executive Management Team and the continued focus on Soundness, Profitability and Growth.

SCBT's Financial Highlights follow:

Soundness

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Reduced its outstanding construction and land development loans by 12% or $37.4 million.



•

Decreased classified assets and past due loans by more than 22%.



•

Ratio of classified assets to Tier 1 capital and the allowance for loan losses improved to 29.98% from 45.82% at December 31, 2011.



•

Decreased non-performing assets from 2.44% to 1.58% of total assets.



•

Net charge-off ratio declined from 1.12% in 2011 down to .73% in 2012.



•

Sold 970 OREO properties and reduced overall OREO assets from 900 properties at the end of 2011 to 432 properties at December 31, 2012.

Profitability

•

Return on average assets improved to 0.70% from 0.58% in 2011.



•

Return on average equity improved to 7.15% from 6.10% in 2011.



•

Increased shareholder equity by 32.9% or $125.8 million.



•

Reported operating net income of $36.9 million compared to $14.4 million in 2011 (155.6% increase).

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•

Increased quarterly dividend from $0.17 per share to $0.18 per share in fourth quarter 2012 (First dividend increase since 2003).



•

Increased net interest margin to 4.83% from 4.66% in 2011 in a challenging environment where many banks are experiencing decreasing net interest margins.

Growth

•

Completed two whole bank acquisitions: Peoples Bancorporation, Inc. and The Savannah Bancorp, Inc.



•

Reported organic core deposit growth of 7.1% (current core deposits represent 75% of total deposits).



•

Reported organic loan growth of 4.1%.



•

Grew total asset base by 31.8%.

Shareholder Value.

•

Reported total shareholder return for 2012 of 41.27%.



•

Continued to exceed shareholder value returns compared to Southeast Bank Index and NASDAQ Composite Index (graph follows):

The chart below demonstrates how the management team has continued to increase shareholder value over the past five years compared to banks included in the NASDAQ Composite and those included in the SNL Southeast Index (a banking industry performance index for the Southeastern United States).

Cumulative 5-Year Shareholder Return

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Returns are shown on a total return basis, assuming the reinvestment of dividends and a beginning stock index value of $100 per share. The value of SCBT's stock as shown in the graph is based on published prices for transactions in SCBT stock.

Key 2012 Compensation Decisions

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Awarded Named Executive Officers ("NEOs") maximum level of incentive compensation based on results for the year as set forth under the Executive Incentive Plan.



•

Reduced the weighting on individual performance goals and increased the weighting on key financial performance measures in the Executive Performance Plan due to a stabilizing economy and more predictability in making financial projections.



•

Evaluated each NEOs performance based on pre-established goals and determined that maximum performance levels were met.



•

Reviewed and approved salary increases ranging from 5.3% to 10.4% of the NEOs' 2011 base salary amounts based on individual performance and peer group data.



•

Promoted Mrs. Renee Brooks to the Executive Leadership Team, effective October 2012. This included a 22% salary increase and promotion from the Management Incentive Plan to the Executive Incentive Plan.

Key 2013 Compensation Decisions

•

Established a new overall compensation structure and target compensation levels to reflect the significantly larger asset size of the bank and increased complexity.



•

Developed a new 2013 executive incentive plan directly aligned with the strategic focus of SCBT.



•

Included a cash component based on annual financial goals and soundness measures.



•

Included a 3-year performance and time vesting component utilizing restricted stock units based on cumulative operating EPS growth and cumulative average operating return on common equity.



•

Included a small component that rewards executives for individual performance.



•

Minimum triggers related to dividend coverage and asset quality must be achieved before any payout under the plan.



•

Awarded stock options based on consideration of individual performance.



•

Reviewed and approved salary increases of the NEOs ranging from 7.5% to 19.4% of the NEOs' 2012 base salary amounts to reflect SCBT's increased size as well as individual performance and peer group data.

In summary, the Committee concluded that the 2012 performance-based compensation together with 2012 base salary levels were well aligned with the Company's performance for the year. Further, the decisions made for 2013 are aligned with our overall strategy, and position our compensation programs and pay levels to continue to motivate our executives to achieve superior long term returns for our shareholders.

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Compensation Philosophy

In 2012, the Compensation Committee reviewed and validated their Compensation Philosophy with the assistance of the Compensation Committee's independent compensation consultant. The purpose of the review was to ensure that decisions made by the Compensation Committee and the Board of Directors relative to compensation were consistent with this philosophy. The fundamental philosophy of the Company's compensation program is to offer competitive compensation opportunities for executive officers that are (i) aligned with the performance of the Company on both a short-term and long-term basis, and (ii) based both on the Company's performance and the individual's contribution. The compensation structure is designed to retain and reward executive officers who are capable of leading the Company in achieving its business objectives. The philosophy also considers all current applicable rules and regulations and current peer group in determining compensation levels.

The Compensation Committee considers this philosophy as it develops its incentive plans. Cash Incentives are designed to reward executives for achieving annual financial and performance objectives based on soundness, profitability, and growth. Equity grants are designed to reward the executive for achievement of business objectives that benefit shareholders and support the retention of a talented management team over time. The Committee has determined that the 60 ^th percentile for targeted total compensation is appropriate in light of the fact that four of the five NEOs do not participate in supplemental retirement benefit arrangements or other special benefits that are prevalent among banks in our peer group. (SCBT's peer group is explained on page 24).

Role of the Compensation Committee

The Compensation Committee is responsible for the design, implementation and administration of the compensation programs for the executive officers and directors of the Company. The Compensation Committee keeps the full Board of Directors apprised of the decisions and activities within the Compensation Committee. When appropriate, the Compensation Committee makes recommendations to the Board of Directors on items that require approval by the full Board of Directors.

The Compensation Committee seeks to increase shareholder value by rewarding performance with cost-effective compensation and striving to attract and retain talented executives through adherence to the following compensation objectives:

•

The Company's compensation programs are designed to reward NEOs based on key standards that comprise the Company's culture: soundness, profitability, growth, ethics, execution of strategic goals, and the ability to inspire and motivate, and sound corporate governance.



•

The Compensation Committee's philosophy is to provide competitive compensation to attract and retain key management to ensure a balance of soundness, profitability and growth while providing long-term value for the shareholders of the Company.



•

The Compensation Committee rewards executives consistent with the Company's culture of being a meritocracy in regard to compensation for all employees.



•

The Compensation Committee evaluates and recommends to the Board of Directors for its approval the director and executive officer compensation plans, policies and programs of the Company.



•

The Compensation Committee reviews and considers the results of any shareholder advisory vote on executive compensation and takes into consideration the result of such advisory votes in relation to the Company's executive compensation policies and procedures.



•

The Compensation Committee annually reviews and evaluates the compensation policies and practices for all of the Company's employees and considers whether risks arising from such policies and practices are likely to have a material adverse effect on the Company.

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The Compensation Committee comprised of five independent directors met six times in 2012. The Compensation Committee is supported in its work by the Chief Administrative Officer, Director of Human Resources, her staff, and an executive compensation consultant, as described below.

The Compensation Committee may receive recommendations from the chairman of the board with respect to the CEO's performance in light of goals and objectives relevant to the compensation of our CEO. The CEO reviews the performance of the other NEOs with the Compensation Committee and makes recommendations to the Compensation Committee about the total compensation of the other NEOs. The CEO does not participate in, and is not present during deliberations or approvals by the Compensation Committee or the Board of Directors with respect to his own compensation.

The Compensation Committee reviews and approves the total compensation of the NEOs annually. The Compensation Committee makes decisions based on the Company's philosophy of providing a competitive base salary (relative to the peer group) complemented with significant performance-based incentives. After reviewing all of the compensation arrangements discussed below, along with corporate and individual performance, the Compensation Committee believes that the measurement tools, compensation levels and the design of the Company's executive compensation program are appropriate and motivate the NEOs to lead the Company in the best interests of its shareholders.

The primary goals of the Compensation Committee in 2012 were consistent with its established philosophy. The Compensation Committee seeks to provide compensation arrangements for executive officers that are designed to retain and attract executives who can perform and manage the company in the shareholders' best interest. These compensation arrangements are designed to be aligned with the performance of the company both on a short-term and long-term basis and are based both on the company's performance and the individual's contribution. The Compensation Committee considered SCBT's financial performance throughout its decision making process in 2012.

Compensation Consultant

During 2012, the Compensation Committee engaged the services of McLagan, an Aon Hewitt company, to provide independent compensation consulting services for both directors and executive management of the Company. McLagan reports directly to the Compensation Committee. The Compensation Committee has the sole authority to hire consultants and set the engagements and the related fees of those consultants.

The following consulting services were provided to the Compensation Committee in 2012:

•

Assisted the Committee in reviewing the Compensation Philosophy.



•

Advised the Committee in the development of the 2012 Omnibus Stock and Performance Plan.



•

Revised the Company's compensation peer group of publicly-traded financial institutions. The peer group is described below.



•

Reviewed the competitiveness of the compensation elements currently offered by the Company to its top executives, including base salary, annual incentive or bonus, long-term incentives (stock options and restricted stock), all other compensation, and changes in retirement benefits as compared to that of the customized peer group.



•

Reviewed the competitiveness of the Company's director compensation elements as compared to that of the customized peer group.



•

Recommended and made observations regarding the potential alignment of the Company's executive compensation practices with the Company's overall business strategy and culture relative to the market as defined by the peer group. This included a review of the current performance based programs with respect to the annual cash incentives and annual equity grants and making recommendations for the 2012 and 2013 fiscal year plans.



•

Assisted in the design of the 2013 Short Term Incentive and Long Term Incentive plans.

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•

Assisted the Company in its preparation of compensation disclosures as required under Regulation S-K with respect to this proxy statement including this Compensation Discussion and Analysis and associated tables and disclosures included herein.

Compensation Committee's Relationship with its Independent Compensation Consultant

The Compensation Committee considered the independence of McLagan in light of new SEC rules and proposed NASDAQ listing standards. The Compensation Committee requested and received a report from McLagan addressing the independence of McLagan and its senior advisors. The following factors were considered: (1) other services provided to us by McLagan; (2) fees paid by us as a percentage of McLagan's total revenue; (3) policies or procedures maintained by McLagan that are designed to prevent a conflict of interest; (4) any business or personal relationships between the senior advisors and a member of the Compensation Committee; (5) any company stock owned by the senior advisors; and (6) any business or personal relationships between our executive officers and the senior advisors. The Compensation Committee discussed these considerations and concluded that the work performed by McLagan and McLagan's senior advisors involved in the engagements did not raise any conflict of interest.

Compensation Benchmarking and Compensation Committee Functions

Each year, with assistance from McLagan, the Compensation Committee reviews a survey of the compensation practices of the Company's peers in order to assess the competitiveness of the compensation arrangements of our NEOs. Although benchmarking is an active tool used to measure compensation structures among peers, it is only one of the tools used by the Compensation Committee to determine total compensation. Benchmarking is used by the Compensation Committee primarily to ascertain competitive total compensation levels (including base salary, equity awards, cash incentives, and other forms of compensation.) with comparable institutions. The Compensation Committee uses this data as a reference point, establishes competitive base salaries, and then addresses pay-for-performance (meritocracy) as discussed further in the sections below on cash incentives and long-term retention. A combination of peer performance, market factors, company performance and personal performance are all factors that the Compensation Committee considers when establishing total compensation, including incentives. This practice is in line with the Company's meritocracy philosophy of pay. The Compensation Committee, at its discretion, may determine that it is in the best interest of the Company to negotiate total compensation packages that deviate from regular compensation and incentive levels in order to attract and retain specific talent.

The Compensation Committee reviews the composition of the peer group annually at a minimum and may change it as a result of mergers or acquisitions, changes to banks within the peer group, or changes within the Company. The 2012 compensation peer group was selected based on certain current market criteria, including the following:

•

National banks with total assets from $3.6 billion to $11 billion.



•

Excludes Western banks and banks in major Northeast metropolitan areas.



•

Excludes thrifts.



•

Excludes TARP participants.



•

Bank must have branch locations.



•

ROAA greater than 0%.



•

3-year asset growth greater than 0%.



•

Commercial loan portfolio between 40% and 82% of the total loan portfolio (20% above SCBT's portfolio).

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•

Consumer loan portfolio less than 52% of the total loan portfolio (20% above SCBT's portfolio).

SCBT reviewed a group of 20 peers with median assets of $4.3 billion, as of March 31, 2012; however, by the end of the year, the Company's assets had significantly increased due in large part to the Savannah Bancorp acquisition. Therefore, the Compensation Committee adjusted its peer group (median assets = $5.5 billion) for 2013 compensation decisions to only include the top 15 (in size) of this peer group. The specific members of this peer group follows:

When utilizing survey data for the Company's NEOs, the Compensation Committee focuses on total compensation that is generally competitive with the 60 ^th percentile of the market at target levels of performance and up to the 75 ^th to 80 ^th percentiles for superior performance. The findings for the Company compared to the peer group during 2012 revealed that actual compensation for 2011 ranged from the 49 ^th to 59 ^th percentile of the peer data, and a comparison of target performance opportunities resulted in 2012 estimated competitive positioning from the 41 ^st to 55 ^th percentiles for all NEOs except Mrs. Brooks. Mrs. Brooks was recognized as a member of the Executive Leadership Team in October 2012; therefore, her compensation was positioned closer to the 25 ^th percentile of peers.

ELEMENTS OF COMPENSATION

The following table summarizes the components of compensation paid or awarded to our executive officers who appear in the "Summary Compensation Table" below.

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Consistent with the Compensation Committee's compensation philosophy, a significant portion of NEO total compensation is in the form of incentive, or "at-risk" compensation, which will vary annually based on performance. The chart below shows the average pay mix for the CEO and the average of other NEOs compared to recent peer practices.

Average Pay Mix

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The key elements of compensation for the NEOs are base salary, annual and long-term incentives, and benefits.

•

Base Salary —Base salaries are determined based on historical and anticipated individual contribution and performance toward accomplishing the Company's stated objectives. Base salaries are also reviewed in the context of comparability with the key executives of the peer group. We believe that the annual base salary levels for the NEOs helps us to retain qualified executives and provides a measure of income stability that lessens potential pressures for the NEOs to take risks to achieve performance measures under incentive compensation arrangements.

In January 2012, NEO annual base salaries were increased to achieve levels that were more in line with the median of the market. Robert R. Hill received a 5.3% increase from $493,680 in 2011 to $520,000. This positioned his salary closer to the median of the peer group at that time. Other NEOs received increases ranging from 3.8% to 10.4% based on their individual performance and peer group data. These increases were reasonable compared to the relative peer groups at the beginning of 2012.

By the end of 2012, the Company's assets had grown by $1.2 billion. To accommodate this growth in setting competitive levels of compensation, the Compensation Committee reviewed the top 15 of the 20 peers in terms of assets. Effective January 2013, the Compensation Committee approved the following merit increases: Mr. Hill to $606,000 an increase of 16.5% and the other NEOs increases ranged 7.5% to 19.4%, with the exception of Mrs. Brooks. The Compensation Committee approved a salary increase prior to January 2013 for Mrs. Brooks to reflect her expanded scope of duties and market competitive levels. Mrs. Brooks received a 22% salary increase effective October, 2012.

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2012 Executive Performance Plan —In 2012, the SCBT Financial Corporation Executive Performance Plan ("Performance Plan") was approved. The purpose of the performance plan is to establish reasonable goals and objectives measured on an annual basis while promoting the long-term growth and financial success of the Company. This includes (1) attracting and retaining key officers and employees of outstanding ability, (2) strengthening the Company's capability to develop, maintain, and direct a competent management team, (3) providing an effective means for selected key officers and employees to acquire and maintain ownership of Company stock, and (4) providing incentive compensation opportunities competitive with those of other major corporations.

The 2012 executive performance plan is composed of cash, restricted stock, and stock options.

Cash Incentive: The 2012 Performance Plan is weighted 50% in the form of cash. The amount of cash that may be earned is based 75% upon formulaic financial and regulatory goals/objectives for 2012. The remaining 25% was based upon Individual Performance Goals.

Equity Incentive: In addition to cash, the 2012 Performance Plan is weighted 50% in the form of equity. The equity component was made up of both restricted stock and stock options as follows:

a.

Restricted Stock : Of the equity granted, 75% may be earned in the form of restricted stock. 100% of the restricted stock is granted based upon achievement of 2012 formulaic financial and regulatory goals and objectives. Restricted stock vests 100% at the end of four years (i.e., four year cliff vesting).



b.

Stock Options : The remaining 25% equity may be earned in the form of stock options. Stock Options are granted based upon achievement of individual performance goals. Stock options vest ratably (25% per year) over four years.

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Plan opportunities as a percentage of salary for each of the NEOs and results under the 2012 plan are displayed below:

Formulaic Performance-Based Goals

As the economy began to improve and the Company continued its improvement in credit quality, the Compensation Committee felt that it was time to shift toward a focus on Profitability. Although Soundness remained important, there was a shift from a position of preservation and trying to maintain value for the shareholder to building value and profitability for the shareholder. As a result, the goals for the formula-based portion of the 2012 Performance Plan were weighted as follows: 25% soundness, 50% profitability, and 25% asset growth.

•

Soundness: This component is based on the following measurements: attaining a level of non-performing-assets to total assets ("NPA Level") that ranged from 2.00%-2.26% and achieving the specified Asset Quality test which is defined as receiving a regulatory rating for asset quality of at least previous year's rating or better. Although credit quality for the Company has progressively improved over the last few years, this element remains a performance measurement to ensure soundness is not sacrificed at the expense of growth or profitability and to ensure appropriate focus is placed on continuing to improve credit related issues.



•

Profitability: This measure is based on operating earnings per share ("Operating EPS") growth. Since growth in Operating EPS is a key component in building shareholder value, this element is weighted 50%. Emphasis on this performance metric aligns the interests of the executive with those of the shareholder.



•

Asset Growth: This measure is weighted 25% to ensure proper attention is focused on growing the company, but is weighted less than profitability and the same as soundness so that growth is in line with profitability and appropriate risk management.

Overall triggers are also included in the plan. In order for the formula-based portion of the plan to pay out, (i) net income must be able to provide coverage of the cash dividends paid to the Company's stockholders and (ii) the bank receives a composite rating from the principal bank regulator that is at least as high as the Company's most recent rating.

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The specific goals and the actual results of the 2012 Executive Incentive Plan are outlined in the table below:

Individual Performance-Based Goals

While pre-determined goals dictate 75% of how the 2012 Executive Performance Plan paid out with respect to the Cash Incentive component and Restricted Stock component, 25% is determined on non-formula based Individual Performance Goals for the Cash Incentive component and Stock Option component. The Individual Performance Goals are based on implementation of actions to achieve long-term growth and profitability such as achievement and successful integration of acquisitions, improvement in credit practices and measurements and other practices related to risk management, team building, and leadership development, succession planning and continuing to build upon company culture.

All NEOs received the maximum of the cash opportunity in Individual Performance-Based Goals component of the incentive plan.

The Compensation Committee also granted Incentive Stock Options in 2013 at the maximum level and was in recognition of Robert R. Hill's 2012 contributions. Specifically, Mr. Hill received 7,534 stock options. Other NEOs received between 1,223 and 4,633 stock options in recognition of their 2012 contributions. See "Equity Grant Practices" caption.

2012 Equity Grants

Equity grants shown in the summary compensation table reflect restricted stock granted in January of 2012 based on achievement of 2011 performance goals established in the 2011 Executive Incentive Plan. They also reflect restricted stock grants in 2010 and the one-time awards correlated with extraordinary performance in 2010. Restricted stock received in 2012 in recognition of the NEOs' 2011 contributions was as follows: Mr. Hill, 8,277; Mr. Pollok, 5,393; Mr. Windley, 3,684; and Mr. Burns, 3,117. Mrs. Brooks was part of a Management Incentive Plan in 2011. She received 1,000 grants in 2012 for performance in 2011.

Stock options are evaluated each year. The Compensation Committee believes that stock options encourage a focus on increasing the share price. Stock options only become valuable to the executive if the stock price increases over a period of time. The Compensation Committee believes that a balance of restricted stock grants and incentive stock options align their interests with those of the shareholders. Incentive Stock Options received in 2012 in recognition of the NEOs' 2011 contribution are as follows: Mr. Hill, 9,275; Mr. Pollok, 5,667; Mr. Windley, 4,130; Mr. Burns, 3,740.

See the Grants of Plan Based Awards table of equity grants by executive during 2012.

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Benefits

During 2012, SCBT maintained various employee benefit plans that constitute a portion of the total compensation package available to the NEOs and all eligible employees of SCBT. These plans consist of the following:

Employees' Pension Plan —The NEOs are participants in a noncontributory defined pension plan which covers substantially all employees of the Company hired before January 1, 2006. Pension benefits are paid based upon age of the employee and years of service. The Plan was frozen in July 2009 and no further benefits are being accrued. See the Pension Benefits table and the accompanying footnotes and narrative for more information.

Employees' Savings Plan—401(k) —Each of the NEOs are participants in a defined contribution plan which in 2012 permitted employees to contribute up to 50% of their compensation, on a tax-deferred basis, up to certain IRS compensation deferral amount limits applicable to a tax-qualified retirement plan. SCBT matched 50% up to 6% of participants' deferrals (Jan 2012-Aug. 2012) and then increased the match to 100% up to 5% of participants' deferrals. The match was increased to bring the benefit closer to the pre-economic downturn amount which was 100% to 6% of their deferrals.

See the table in footnote 7 of the Summary Compensation Table.

Health Care —The NEOs are eligible to receive medical and dental coverage that is provided to all eligible employees.

Other Welfare Benefits —The NEOs receive sick leave, vacation, and other benefits available to all eligible employees of SCBT.

The employee benefits for the NEOs discussed in the subsection above are determined by the same criteria applicable to all SCBT employees. These benefits help keep SCBT competitive in attracting and retaining employees. SCBT believes that its employee benefits are generally competitive with benefits provided by the Peer Group and consistent with industry standards.

Supplemental Executive Retirement Plan —The Company provides a non-qualified supplemental executive retirement plan (SERP) for Mr. Windley, and certain other executives who are not NEOs. The Company elects to offer this type of incentive as a way to retain executives over the long term and to provide a partial offset to shortfalls in the percentage of income provided for retirement by its qualified retirement plans.

In 2009, the company made restricted stock grants that vest ratably and that become 100% vested at age 60 for Messrs.' Hill and Pollok and at age 65 for Mr. Burns. The use of these Long-Term Equity Grants helps to insure the executives' focus is on the long-term interests of the shareholders and motivates retention over a long-term period. In addition, by utilizing the Long-Term Equity Grants, the Company expects to realize lower compensation expense of approximately $5.5 million (compared to the costs that would have been recognized if the Company had maintained SERPs for these executives) over the span of the vesting periods for these executives.

Deferred Compensation Plan We make available to selected members of our senior management group, including all NEOs and /or other selected employees who are highly compensated, the opportunity to elect to defer current compensation for retirement income or other future financial needs. The plan is a nonqualified deferred compensation plan that is designed to be exempt from certain ERISA requirements as a plan that covers a select group of management and certain other highly compensated employees. Each year, participants can choose to have their compensation for the upcoming year reduced by a certain whole

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percentage amount ranging between 5% and 80%, or by a specific dollar amount (in all cases, subject to a minimum value established by the bank). In addition, the employer may make matching or partially—matching contributions for participant deferrals. The employer may also make discretionary contributions for any or all participant (s). Both of these types of employer contributions would be subject to certain vesting requirements. There are also forfeiture provisions, which can result from unvested amounts existing at terminations or from materially incorrect earnings that are subsequently adjusted or corrected. Deferrals may be held by a trustee in a grantor (rabbi) trust and may be invested in funds that mirror deemed investments selected by the participants and offered pursuant to the plan. Such a trust would not isolate assets for the benefit of the participants. Consequently, distributions made under the plan will be made from the general assets of the bank which could be subject to claims of its creditors. Amounts deferred under the plan will generally be subject to income taxes payable by the participant in the year in which received (end of the deferral period), but these deferred amounts are subject to employment taxes in the year of deferral. In 2012, Mr. Hill and Mr. Windley elected to participate. No employer contributions have been made to this plan in 2012 nor in the past.

See the discussion entitled Deferred Compensation Plan for additional information.

Perquisites —The Company also provides limited perquisites to NEOs that are not available to all employees. Some examples of these include bank-owned automobiles, automobile allowances, and club and membership dues. The values of these items are presented in the Summary Compensation Table under the heading All Other Compensation. The value attributable to any personal use of bank-owned automobiles is considered compensation to the executive and represents the aggregate incremental cost to the Company associated with that personal use. The Company and the board believe that the use of each of these perquisites is helpful for the proper performance of the NEOs' duties.

ADDITIONAL POLICIES AND PROCEDURES RELATED TO EXECUITVE COMPENSATION

Role of Shareholder Say on Pay Vote

As required by the Dodd-Frank Wall Street Reform and Consumer Protection Act, we held an advisory vote on the compensation of our executive officers (the "Say on Pay Proposal") at our 2011 annual shareholders meeting. Our shareholders elected to hold this vote on a triennial frequency. At the 2011 annual shareholders meeting, 80.3% of the votes cast on the Say on Pay proposal were cast in support of the compensation of the Company's named executive officers.

While there was strong support for our executive compensation programs, the Compensation Committee, Board of Directors and executive management continued to enhance programs to further align interest of the executives to those of the shareholder and continue the strong linkage of pay to performance.

Clawback Policy

The Compensation Committee is committed to adopting a formal clawback provision for adjustment or recovery of incentive awards or payments in the event the performance measures upon which they are based are restated or otherwise adjusted in a manner that would reduce the size of an award or payment. The Committee intends to fully comply with the Dodd-Frank Wall Street Reform and Consumer Protection Act regarding this issue once rulemaking has been completed with respect to these provisions. Until formal guidance is available, the Compensation Committee will address any situation that may arise and determine the proper and appropriate course of action in fairness to shareholders and award recipients.

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Share Ownership Guidelines

The Company's stock ownership guidelines call for NEOs to own equity representing a multiple of their salary and to retain this equity throughout their tenure. The specific share ownership guidelines are:

•

Chief Executive Officer—3 times salary



•

Other NEOs—2 times salary

The Company's NEOs have five years from being named a NEO to comply with the stock ownership guidelines. As of the end of our fiscal year, all NEOs have exceeded their required ownership levels. Beneficially owned shares include shares held by a named executive officer, directly or indirectly, and unvested shares of restricted stock, as to which the executive officers have full voting privileges; but excludes vested and unexercised stock options. Until the stock ownership guidelines are achieved, the sale of shares of the Company's common stock is restricted.

Equity Grant Practices

To address volatility concerns, the 30-day moving average of SCBT's stock was utilized to determine the number of restricted shares to be issued under the Executive Performance Plan for 2012. The 30-day average is defined as the last 30 trading days preceding the last business day of the prior month. Stock option values were determined based upon Black Scholes Valuation methodology as of the last day of the preceding quarter. This value was divided into the dollar amount the executive is expected to receive to quantify the number of options granted to an executive. The calculated number of shares or stock options is issued with an exercise price equal to the stock price on the date of the grant.

Employment and Non-Competition Agreements

The purpose of these agreements is to attract and retain high caliber executive officers, recognizing that termination and change in control protections are commonly provided at comparable companies with which we compete for executive talent. In addition, the Compensation Committee believes change in control protections enhance the impartiality and objectivity of the NEOs in the event of a change in control transaction and better ensure that stockholder interests are protected. Finally, these agreements include non-competition provisions that further protect the company should the NEO elect to pursue other employment opportunities. Each of our NEOs has an employment agreement. The agreements provide for the following:

•

Term of Employment. Each employment agreement has a term of employment of three years from the effective date of the agreement. On each anniversary date of the effective date of the agreement, the term of the agreement is automatically extended for an additional year unless at least 60 days prior to the anniversary date either party gives the other party written notice of non-renewal.



•

Reimbursement of Expenses. The Company will reimburse the executive all reasonable travel and other business related expenses incurred in performing duties under the agreement.



•

Vacation and Sick Leave. The Company will provide vacation and sick leave to the executive in accordance with policies and procedures established from time to time.



•

Employee Benefit Plans. The executive is entitled to participate in the employee benefit plans presently in effect or as these plans may be modified or added from time to time.

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•

Incentive Bonus Plans. The executive is entitled to participate in the incentive bonus plans, applicable to his employment position, in accordance with policies and procedures established from time to time.



•

Fringe Benefits. The Company will reimburse the executive for the cost of attending required meetings and conventions and will cover membership dues to an approved country club. In addition, Mr. Hill, Mr. Pollok, Mr. Windley, Mrs. Brooks, and Mr. Burns are provided the use of a bank-owned automobile.



•

Termination of Employment. See the discussion below entitled Potential Payments upon Termination or Change in Control for a description of the payments that may be due to each executive upon termination of employment.



•

Non-compete. The period of non-compete for the executive runs during the period of employment and for a designated period of time following termination of employment. If the executive is found to violate the covenants contained in the agreement, the non-compete period will be extended for a period equal to the amount of time the executive is found to have been in non-compliance. If Mr. Hill is terminated for cause according to his agreement, the non-compete period is abbreviated and ends 12 months after the date of termination.

See the discussion entitled "Potential Payments upon Termination or Change in Control," which provides the amount of compensation each executive would receive under various termination events based upon the employment agreements.

162(m) Tax Considerations

Internal Revenue Service regulations disallow a tax deduction to public corporations for compensation, other than performance-based compensation, over $1 million paid to a chief executive officer and the additional three most highly compensated NEOs (excluding the Company's Chief Financial Officer). The Compensation Committee considers the impact of those regulations in connection with its decisions regarding the compensation of our executive officers. The Compensation Committee believes, however that shareholder interests are best served by not restricting the Compensation Committee's discretion and flexibility in structuring compensation programs, even though such programs may result in certain non-deductible compensation expenses.

Risk Assessment of Compensation Programs

As part of an annual practice, the Compensation Committee reviewed and discussed a compensation risk assessment performed by SCBT's Incentive Risk Committee. The Incentive Risk Committee is chaired by the Chief Risk Officer and composed of representatives from Audit, Accounting, and Human Resources. This risk assessment process included a review of the design and operation of the Company's twelve incentive compensation programs. It also identified and evaluated situations or compensation elements that could raise material risks. The Incentive Risk Committee met three times in 2012 and then presented the findings of the review to the Compensation Committee at its December 2012 meeting. The conclusion was that the Company's compensation policies and practices do not create risks that are likely to have a material adverse effect that would cause plan participants to take unnecessary risks.

Transactions in Company Securities

In general, SEC rules prohibit uncovered short sales of shares of the Company's common stock by its executive officers, including the NEOs. Accordingly, the Company's insider trading policy prohibits short sales of shares of the Company's common stock by its executive officers, including the NEOs, and discourages all employees from engaging in any hedging transactions relating to the Company's

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common stock. The policy also requires all affiliates and insiders to consult with the Company's Treasurer or Chief Executive Officer if they intend to engage in any transactions involving the Company's common stock. In 2012, no executive officer consulted with the Company's Treasurer of Chief Executive Officer regarding hedging transactions.

COMPENSATION COMMITTEE REPORT

The Compensation Committee of the Company has reviewed and discussed the Compensation Discussion and Analysis required by Item 402 (b) of Regulation S-K with management and, based on such review and discussions, has recommended to the board of directors that the Compensation Discussion and Analysis be included in this Proxy Statement and be incorporated by reference into the Company's 2012 Annual Report on Form 10-K.

The Compensation Committee certifies that it has reviewed with the Company's senior risk officer the senior executive officer incentive compensation arrangements and has made reasonable efforts to ensure that such arrangements do not encourage senior executive officers to take unnecessary or excessive risks that threaten the value of the Company.

This report is provided by the following independent directors, who comprise the Compensation Committee:

Cynthia A. Hartley, Chair
M. Oswald Fogle
Harry M. Mims, Jr.
Alton C. Phillips
James W. Roquemore

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SUMMARY COMPENSATION TABLE

The following table summarizes for the fiscal years ended December 31, 2012, 2011 and 2010, the current and long-term compensation for the Chief Executive Officer, the former Chief Financial Officer, the current Chief Financial Officer and the three most highly compensated executive officers other than the Chief Executive Officer and Chief Financial Officer. Each component of compensation is discussed in further detail in the footnotes following the table.

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GRANTS OF PLAN BASED AWARDS