United
States Department of the Treasury


1500 Pennsylvania Avenue, NW


Washington, D.C. 20220


 


April 1, 2013


 


Ladies and Gentlemen:


 


Reference is made to that certain Letter
Agreement incorporating the Securities Purchase Agreements – Standard Terms (the “Securities Purchase Agreements”),
dated as of January 16, 2009, between ECB Bancorp, Inc. (the “Acquired Company”) and the United States Department
of Treasury (“Investor”) and dated as of January 9, 2009 between Crescent Financial Bancshares, Inc. (the “Acquiror
Company”) and the Investor. Capitalized terms used but not defined herein shall have the meanings assigned to them in
the Securities Purchase Agreements.


 


The American Recovery and Reinvestment Act
of 2009, as it may be amended from time to time (the “Act”), includes provisions relating to executive compensation
and other matters that may be inconsistent with the Securities Purchase Agreements, the Warrants and the Certificates of Designation
(the “Transaction Documents”). Accordingly, Investor and the Acquiror Company desire to confirm their understanding
as follows:


 


1.          Notwithstanding
anything in the Transaction Documents to the contrary, in the event that the Act or any rules or regulations promulgated thereunder
are inconsistent with any of the terms of the Transaction Documents, the Act and such rules and regulations shall control.


 


2.          For
the avoidance of doubt (and without limiting the generality of Paragraph 1):


 


(a)          the
provisions of Section 111 of the Emergency Economic Stabilization Act of 2008 as implemented by the Interim Final Rule on TARP
Standards for Compensation and Corporate Governance, 31 C.F.R. Part 30, as amended by the Act or otherwise from time to time (“EESA”),
shall apply to the Acquiror Company;


 


(b)          the
waiver to be delivered by each of the Acquiror Company’s Senior Executive Officers pursuant to Section 1.2(d)(v) of the Securities
Purchase Agreement shall, in addition, be delivered as promptly as practicable by any current or future most highly compensated
employees who are covered or affected by any applicable rules or regulations under EESA;


 


(c)          the
Acquiror Company’s chief executive officer and chief financial officer shall provide the written certification of compliance
by the Acquiror Company with the requirements of Section 111 of EESA in the manner specified by Section 111(b)(4) thereunder or
in any rules or regulations under EESA, including 31 C.F.R. § 30.15; and


 




    	 



    	 



    

 


(d)          the
Acquiror Company shall be permitted to repay preferred shares, and when such preferred shares are repaid, the Investor shall liquidate
warrants associated with such preferred shares, all in accordance with the Act and any rules and regulations thereunder.


 


From and after the date hereof, each reference
in the Securities Purchase Agreements to “this Agreement” or “this Securities Purchase Agreement” or words
of like import shall mean and be a reference to the Agreements (as defined in the Securities Purchase Agreements) as amended by
this letter agreement.


 


This letter agreement will be governed by
and construed in accordance with the federal law of the United States if and to the extent such law is applicable, and otherwise
in accordance with the laws of the State of New York applicable to contracts made and to be performed entirely within such State.


 


This letter agreement, the Securities Purchase
Agreements, the Post-Merger Side Letter, the Warrant(s), the Certificate(s) of Designation and any other documents executed by
the parties at the Closing constitute the entire agreement of the parties with respect to the subject matter hereof.


 


Nothing in this letter agreement shall be
deemed an admission by Investor as to the necessity of obtaining the consent of the Company in order to effect the changes to the
Transaction Documents contemplated by this letter agreement, nor shall anything in this letter agreement be deemed to require Investor
to obtain the consent of any other TARP recipient (as defined in the Act) participating in the Capital Purchase Program (the “CPP”)
in order to effect changes to their documentation under the CPP.


 


This letter agreement may be executed in
any number of separate counterparts, each such counterpart being deemed to be an original instrument, and all such counterparts
will together constitute the same agreement. Executed signature pages to this letter agreement may be delivered by facsimile and
such facsimiles will be deemed sufficient as if actual signature pages had been delivered.


 


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In witness whereof, the parties have duly
executed this letter agreement as of the date first written above.


 


	 	UNITED STATES DEPARTMENT OF
	 	THE TREASURY
	 	 
	 	By: 	/s/ Timothy G. Massad
	 	 	Name: Timothy G. Massad
	 	 	Title: Assistant Secretary for Financial
	 	 	          Stability












 


	 	Crescent Financial Bancshares, Inc.:
	 	 
	 	By:	/s/ Scott Custer
	 	 	Name: Scott Custer
	 	 	Title: CEO


 





Signature
Page to Letter Agreement