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             EXHIBIT 10.2: FORM OF RESTRICTED STOCK AWARD AGREEMENT

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                                     FORM OF
                        RESTRICTED STOCK 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") awarded the Participant a restricted stock award 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.       NUMBER OF SHARES SUBJECT
                  TO YOUR RESTRICTED STOCK AWARD:  _________  shares of Common
                                                   Stock  ("Shares"),  subject
                                                   to adjustment as may be
                                                   necessary pursuant to Article
                                                   10 of the 2008 Plan.

         2.       GRANT DATE:                      _________

         Unless sooner vested in accordance with Section 3 of the Terms and
Conditions (attached hereto) or otherwise in the discretion of the Committee,
the restrictions imposed under Section 2 of the Terms and Conditions will expire
as to the following percentages of the Shares awarded hereunder, on the
following respective dates; provided that the Participant is still employed by
or in service with the Company or any of its subsidiaries:

      Percentage of             Number of Shares
     Shares Vesting                Vesting                     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]


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Date


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TERMS AND CONDITIONS

1.       GRANT OF SHARES. The Grant Date and number of Shares underlying your
         Restricted Stock Award 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.

2.       RESTRICTIONS. The unvested Shares underlying your Restricted Stock
         Award (the "Restricted Shares") are subject to the following
         restrictions until they expire or terminate.

         (a)   Restricted Shares may not be sold, transferred, exchanged,
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               assigned, pledged, hypothecated or otherwise encumbered.

         (b)   If your employment or service with the Company or any Affiliate
               terminates for any reason other than as set forth in paragraph
               (b) of Section 3 hereof, then you will forfeit all of your
               rights, title and interest in and to the Restricted Shares as of
               the date of termination, and the Restricted Shares shall revert
               to the Company under the terms of the 2008 Plan.

         (c)   Restricted Shares are subject to the vesting schedule set forth
               on page 1 of this Award Agreement.

3.       EXPIRATION AND TERMINATION OF RESTRICTIONS. The restrictions imposed
         under Section 2 will expire on the earliest to occur of the following
         (the period prior to such expiration being referred to herein as the
         "Restricted Period"):

         (a)   As to the percentages of the Shares specified in the vesting
               schedule on page 1 of this Award Agreement, on the respective
               dates specified in the vesting schedule on page 1; provided you
               are then still employed by or in the service of the Company or an
               Affiliate; or

         (b)   Upon termination of your employment by reason of death or
               Disability; or

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

4.       DELIVERY OF SHARES. Once the Shares are vested (see vesting schedule on
         page 1), the Shares (and accumulated dividends and earnings, if any)
         will be distributed in accordance with your instructions.

5.       VOTING AND DIVIDEND RIGHTS. As beneficial owner of the Shares, you have
         full voting and dividend rights with respect to the Shares during and
         after the Restricted Period. If you forfeit your rights under this
         Award Agreement in accordance with Section 2, you will no longer have
         any rights as a shareholder with respect to the Restricted Shares and
         you will no longer be entitled to receive dividends on the Shares.

6.       CHANGES IN CAPITAL STRUCTURE. Upon the occurrence of a corporate event
         (including, without limitation, any stock dividend, stock split,
         extraordinary cash dividend, recapitalization, reorganization, merger,
         consolidation, split-up, spin-off, combination or exchange of shares),
         your award will be adjusted as necessary to preserve the benefits or
         potential benefits of the award. Without limiting the above, in the
         event of a subdivision of the outstanding Stock (stock-split), a
         declaration of a dividend payable in Stock, or a combination or
         consolidation of

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         the outstanding Stock into a lesser number of Shares, the Shares
         subject to this Award Agreement will automatically be adjusted
         proportionately.

7.       NO RIGHT OF CONTINUED EMPLOYMENT. Nothing in this Award Agreement will
         interfere with or limit in any way the right of the Company or any
         Affiliate to terminate your employment or service at any time, nor
         confer upon you any right to continue in the employ or service of the
         Company or any Affiliate.

8.       PAYMENT OF TAXES. You may make an election to be taxed upon your
         Restricted Stock Award under Section 83(b) of the Code within 30 days
         of the Grant Date. If you do not make an 83(b) Election, upon vesting
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         of the Restricted Stock Award the Committee is entitled to require as a
         condition of delivery: (i) that you remit an amount sufficient to
         satisfy any and all federal, state and local (if any) tax withholding
         requirements and employment taxes (I.E., FICA and FUTA), (ii) that the
         withholding of such sums come from compensation otherwise due to you or
         from Shares due to you under the 2008 Plan, or (iii) any combination of
         the foregoing. Any withholding shall comply with Rule 16b-3 or any
         amendments or successive rules. OUTSIDE DIRECTORS OF THE COMPANY ARE
         SELF-EMPLOYED AND NOT SUBJECT TO TAX WITHHOLDING.

9.       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 Plan and the provisions of this Agreement, the provisions of the
         Plan will control.

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

11.      NOTICE. Notices and communications under this 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
         you. Notices to you will be directed to your address as then currently
         on file with the Company, or at any other address that you provide in a
         written notice to the Company.

12.      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.

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