ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENT OF CERTAIN OFFICERS
(b) Effective October 27, 2008, Charles McPherson, Sr., age 66, retired as a
director of CapitalSouth Bancorp and CapitalSouth Bank. Mr. McPherson was a
member of the Audit, Nomination and Compensation Committees of the board of
directors of CapitalSouth Bancorp at the time of his retirement, and he was in
the director class whose term expires at the 2010 Annual Meeting of
Shareholders. Mr. McPherson's retirement was not a result of any disagreement
with CapitalSouth Bancorp.