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          EXHIBIT 10.3: FORM OF INCENTIVE STOCK OPTION AWARD AGREEMENT

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                                     FORM OF
                     INCENTIVE STOCK OPTION AWARD AGREEMENT
          FOR THE FIRST SOUTH BANCORP, INC. 2008 EQUITY INCENTIVE PLAN

         This Award Agreement is provided to ________________ (the
"Participant") by First South Bancorp, Inc. (the "Company") as of _________ (the
"Grant Date"), the date the Compensation Committee of the Board of Directors
(the "Committee") granted the Participant the right and option to purchase
Shares pursuant to the First South Bancorp, Inc. 2008 Equity Incentive Plan (the
"2008 Plan"), subject to the terms and conditions of the 2008 Plan and this
Award Agreement:

         1.       OPTION GRANT:               You have been granted an INCENTIVE
                                              STOCK OPTION (referred to in this
                                              Agreement as your "Option").
         2.       NUMBER OF SHARES
                  SUBJECT TO YOUR OPTION:     ___________ shares of Common Stock
                                              ("Shares"), subject to adjustment
                                              as may be necessary pursuant to
                                              Article 10 of the 2008 Plan.

         3.       GRANT DATE:                 ___________

         4.       EXERCISE PRICE:             You may purchase Shares covered by
                                              your Option at a price of $_______
                                              per share.

         Unless sooner vested in accordance with Section 2 of the Terms and
Conditions (attached hereto) or otherwise in the discretion of the Committee,
the Options shall vest (become exercisable) in accordance with the following
schedule:

Continuous Status   Percentage of Option   Number of Shares
as a Participant      Vested/Number of      Available for
after Grant Date           Shares             Exercise          Vesting Date

                                               ------              ------
                                               ------              ------
                                               ------              ------
                                               ------              ------
                                               ------              ------
                                               ------              ------

         IN WITNESS WHEREOF, First South Bancorp, Inc., acting by and through
the Committee, has caused this Award Agreement to be executed as of the Grant
Date set forth above.

                                     FIRST SOUTH BANCORP, INC.


                                     By:
                                         ---------------------------------------
                                         On behalf of the Compensation Committee
ACCEPTED BY PARTICIPANT:


--------------------------
[Name]

--------------------------
Date

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TERMS AND CONDITIONS

1.       GRANT OF OPTION. The Grant Date, Exercise Price and number of Shares
         subject to your Option are stated on page 1 of this Award Agreement.
         Capitalized terms used herein and not otherwise defined shall have the
         meanings assigned to such terms in the 2008 Plan. The Company intends
         this grant to qualify as an Incentive Stock Option under Section 422 of
         the Internal Revenue Code of 1986, as amended.

2.       VESTING OF OPTIONS. The Option shall vest (become exercisable) in
         accordance with the vesting schedule shown on page 1 of this Award
         Agreement. Notwithstanding the vesting schedule on page 1, the Option
         will also vest and become exercisable:

         (a)      Upon your death or Disability during your Continuous Status
                  as a Participant; or

         (b)      Upon a Change in Control (as defined in the 2008 Plan).

3.       TERM OF OPTIONS AND LIMITATIONS ON RIGHT TO EXERCISE. The term of the
         Option will be for a period of ten (10) years, expiring at 5:00 p.m.,
         Eastern Time, on the tenth anniversary of the Grant Date (the
         "Expiration Date"). To the extent not previously exercised, the vested
         portion of your Option will lapse prior to the Expiration Date upon the
         earliest to occur of the following circumstances:

         (a)      Three (3) months after the termination of your Continuous
                  Status as a Participant for any reason other than your death
                  or Disability.

         (b)      Twelve (12) months after termination of your Continuous Status
                  as a Participant by reason of Disability.

         (c)      Twelve (12) months after the date of your death, if you die
                  while employed, or during the three-month period described in
                  subsection (a) above or during the twelve-month period
                  described in subsection (b) above and before the Option would
                  otherwise lapse. Upon your death, your beneficiary (designated
                  pursuant to the terms of the 2008 Plan) may exercise your
                  Option.

         (d)      At the end of the remaining original term of the Option, if
                  your employment is involuntarily or constructively terminated
                  within twelve (12) months of a Change in Control. Options
                  exercised more than three (3) months after your termination
                  date will be treated as Non-Statutory Stock Options for tax
                  purposes.

         The Committee may, prior to the lapse of your Option under the
         circumstances described in paragraphs (a), (b), (c) or (d) above,
         extend the time to exercise your Option as determined by the Committee
         in writing and subject to federal regulations. If you return to
         employment with the Company during the designated post-termination
         exercise period, then you will be restored to the status as a
         Participant that you held prior to termination, but no vesting credit
         will be earned for any period you were not in Continuous Status as a
         Participant. If you or your beneficiary exercises an Option after your
         termination of service, the Option may be exercised only with respect
         to the Shares that were otherwise vested on the date of your
         termination of service.

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4.       EXERCISE OF OPTION. You may exercise your Option by providing:

         (a)    a written notice of intent to exercise to [NAME] at the address
                and in the form specified by the Committee from time to time;
                and

         (b)    payment to the Company in full for the Shares subject to the
                exercise (unless the exercise is a cashless exercise). Payment
                for such Shares can be made in cash, Company common stock
                ("stock swap"), a combination of cash and Company common stock
                or by means of "cashless exercise" (if permitted by the
                Committee).

5.              BENEFICIARY DESIGNATION. You may, in the manner determined by
                the Committee, designate a beneficiary to exercise your rights
                under the 2008 Plan and to receive any distribution with respect
                to this Option upon your death. A beneficiary, legal guardian,
                legal representative, or other person claiming any rights under
                the 2008 Plan is subject to all terms and conditions of this
                Award Agreement and the 2008 Plan, and to any additional
                restrictions deemed necessary or appropriate by the Committee.
                If you have not designated a beneficiary or none survives you,
                the Option may be exercised by the legal representative of your
                estate, and payment will be made to your estate. You may change
                or revoke a beneficiary designation at any time, provided the
                change or revocation is filed with the Company.

6.              WITHHOLDING.

                (A)  EXERCISE OF INCENTIVE
                     STOCK OPTION:          There are no regular federal or
                                            state income or employment tax
                                            liabilities upon the exercise of an
                                            Incentive Stock Option (SEE
                                            INCENTIVE STOCK OPTION HOLDING
                                            PERIOD), although the excess, if
                                            any, of the Fair Market Value of the
                                            shares of Common Stock on the date
                                            of exercise over the Exercise Price
                                            will be treated as income for
                                            alternative minimum tax ("AMT")
                                            purposes and may subject you to AMT
                                            in the year of exercise. PLEASE
                                            CHECK WITH YOUR TAX ADVISOR.

                (B)    DISQUALIFYING DISPOSITION:

                                            In the event of a disqualifying
                                            disposition (described below), you
                                            may be required to pay First South
                                            Bancorp or its Affiliates (based on
                                            the federal and state regulations in
                                            place at the time of exercise) an
                                            amount sufficient to satisfy all
                                            federal, state and local tax
                                            withholding.

                (C)    INCENTIVE STOCK OPTION
                       HOLDING PERIOD:
                                            In order to receive Incentive Stock
                                            Option tax treatment under Section
                                            422 of the Code, you may not dispose
                                            of Shares acquired under an
                                            Incentive Stock Option Award (i) for
                                            two (2) years from the Date of Grant
                                            and (ii) for one (1) year after the
                                            date you exercise your Incentive
                                            Stock Option. YOU MUST NOTIFY THE
                                            COMPANY WITHIN TEN (10) DAYS OF AN
                                            EARLY DISPOSITION OF COMMON STOCK
                                            (I.E., A "DISQUALIFYING
                                            DISPOSITION").

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7.       LIMITATION OF RIGHTS. This Option does not confer on you or your
         beneficiary any rights as a shareholder of the Company unless and until
         Shares are in fact issued in connection with the Option exercise.
         Nothing in this Award Agreement will interfere with or limit in any way
         the right of the Company or any Affiliate to terminate your service at
         any time, nor confer upon you any right to continue in the service of
         the Company or any Affiliate.

8.       STOCK RESERVE. The Company shall, at all times during the term of this
         Award Agreement, reserve and keep available a sufficient number of
         Shares to satisfy the requirements of this Award Agreement.

9.       RESTRICTIONS ON TRANSFER AND PLEDGE. You may not pledge, encumber, or
         hypothecate your rights or interests in this Option to or in favor of
         any party other than the Company or an Affiliate, and the Option shall
         not be subject to any lien, obligation, or liability of the Participant
         to any other party other than the Company or an Affiliate. You may not
         assign or transfer the Option, other than by will or the laws of
         descent and distribution or pursuant to a domestic relations order that
         would satisfy Section 414(p)(1)(A) of the Code, if such Section applied
         to an Option under the 2008 Plan. Only you or a permitted transferee
         may exercise the Option during your lifetime.

10.      PLAN CONTROLS. The terms contained in the 2008 Plan are incorporated
         into and made a part of this Award Agreement and this Award Agreement
         shall be governed by and construed in accordance with the 2008 Plan. In
         the event of any actual or alleged conflict between the provisions of
         the 2008 Plan and the provisions of this Award Agreement, the
         provisions of the 2008 Plan will control.

11.      SUCCESSORS. This Award Agreement shall be binding upon any successor of
         the Company, in accordance with the terms of this Award Agreement and
         the 2008 Plan.

12.      SEVERABILITY. If any one or more of the provisions contained in this
         Award Agreement is invalid, illegal or unenforceable, the other
         provisions of this Award Agreement will be construed and enforced as if
         the invalid, illegal or unenforceable provision had never been included
         in the Award Agreement.

13.      NOTICE. Notices and communications under this Award Agreement must be
         in writing and either personally delivered or sent by registered or
         certified United States mail, return receipt requested, postage
         prepaid. Notices to the Company must be addressed to:

                           First South Bancorp, Inc.
                           1311 Carolina Avenue
                           Washington, North Carolina 27889
                           Attn:   Compensation Committee

         or any other address designated by the Company in a written notice to
         the Participant. Notices to you will be directed to your address, then
         currently on file with the Company, or to any other address that you
         provide in a written notice to the Company.

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