##### Table of Contents





U.S. Securities and Exchange
Commission

Washington, D.C. 20549





Form 10-Q







|x | Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
|- | ---------------------------------------------------------------------------------------

For the quarterly period ended September 30, 2010



| ̈ | Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
|- | ----------------------------------------------------------------------------------------

For the transition period ended

Commission File Number 000-50400





New Century
Bancorp, Inc.

(Exact name of Registrant as specified in its charter)







|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|North Carolina                                                 |  | 20-0218264                          
|(State or other jurisdiction of
incorporation or organization) |  | (I.R.S. Employer Identification No.)
|                                                               | 
|700 W. Cumberland Street Dunn, North Carolina                  |  | 28334                               
|(Address of principal executive offices)                       |  | (Zip Code)                          

Registrants telephone number, including area code (910) 892-7080





Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for
such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90
days.    Yes  x    No   ̈

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule
405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes    ̈    No   ̈

Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated filer, accelerated filer and
smaller reporting company in Rule 12b-2 of the Exchange Act.



|                        |  |                                                  |  |                           |  |  
|----------------------- |  | ------------------------------------------------ |  | ------------------------- |  | -
|Large accelerated filer |  |  ̈                                                |  | Accelerated filer         |  |  ̈
|                        |  |                                                  | 
|Non-accelerated filer   |  |  ̈  (Do not check if a smaller reporting company) |  | Smaller reporting company |  | x

Indicate by check mark whether the registrant is a shell company (as defined by Rule 12b-2 of the Exchange Act).    Yes   ̈    No  x

As of
November 9, 2010, the Registrant had outstanding 6,913,636 shares of Common Stock, $1 par value per share.









---

##### Table of Contents



|         |  |                                                                                                          |  |          |    | 
|-------- |  | -------------------------------------------------------------------------------------------------------- |  | -------- | -- | 
|         |  |                                                                                                          |  | Page No. |   
|         |  |                                                                                                         
|Part I.  |  | FINANCIAL INFORMATION                                                                                    |  |          |    | 
|         |  |                                                                                                         
|Item 1 - |  | Consolidated Financial Statements (Unaudited)                                                            |  |          |    | 
|         |  |                                                                                                         
|         |  | Consolidated Balance Sheets
September 30, 2010 and December 31, 2009                                     |  |          | 3  | 
|         |  |                                                                                                         
|         |  | Consolidated Statements of Operations
Three Months and Nine Months Ended September 30, 2010 and 2009     |  |          | 4  | 
|         |  |                                                                                                         
|         |  | Consolidated Statements of Changes in Shareholders Equity
Nine Months Ended September 30, 2010 and 2009 |  |          | 5  | 
|         |  |                                                                                                         
|         |  | Consolidated Statements of Cash Flows
Nine Months Ended September 30, 2010 and 2009                      |  |          | 6  | 
|         |  |                                                                                                         
|         |  | Notes to Consolidated Financial Statements                                                               |  |          | 8  | 
|         |  |                                                                                                         
|Item 2 - |  | Managements Discussion and Analysis of Financial Condition and Results of Operations                    |  |          | 19 | 
|         |  |                                                                                                         
|Item 4 - |  | Controls and Procedures                                                                                  |  |          | 29 | 
|         |  |                                                                                                         
|Part II. |  | OTHER INFORMATION                                                                                        |  |          |    | 
|         |  |                                                                                                         
|Item 6 - |  | Exhibits                                                                                                 |  |          | 30 | 
|         |  |                                                                                                         
|         |  | Signatures                                                                                               |  |          | 31 | 
|         |  |                                                                                                         
|         |  | Exhibit Index                                                                                            |  |          | 32 | 



- 2 -



---

##### Table of Contents



Part I.
FINANCIAL INFORMATION

Item 1 - Financial Statements

NEW CENTURY BANCORP, INC.

CONSOLIDATED BALANCE SHEETS





|                                                                                                                                                                                |                                                 |                               |         |   |                   |   |         |  
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------- | ----------------------------- | ------- | - | ----------------- | - | ------- | -
|                                                                                                                                                                                |                                                 | September 30, 2010(Unaudited) |         |   | December 31,2009* |  
|                                                                                                                                                                                | (In thousands, except share
and per share data) |                              
|ASSETS                                                                                                                                                                          |                                                 |                               |         |   |                   |   |         |  
|Cash and due from banks                                                                                                                                                         |                                                 | $                             | 10,662  |   |                   | $ | 9,612   |  
|Interest-earning deposits in other banks                                                                                                                                        |                                                 |                               | 33,893  |   |                   |   | 12,647  |  
|Federal funds sold                                                                                                                                                              |                                                 |                               | 15,537  |   |                   |   | 6,676   |  
|Investment securities available for sale, at fair value                                                                                                                         |                                                 |                               | 82,670  |   |                   |   | 96,259  |  
|                                                                                                                                                                                |                                                 |                              
|Loans                                                                                                                                                                           |                                                 |                               | 467,876 |   |                   |   | 481,176 |  
|Allowance for loan losses                                                                                                                                                       |                                                 |                               | (8,081  | ) |                   |   | (10,359 | )
|                                                                                                                                                                                |                                                 |                               |         |   |                   |   |         |  
|                                                                                                                                                                                |                                                 |                              
|NET LOANS                                                                                                                                                                       |                                                 |                               | 459,795 |   |                   |   | 470,817 |  
|                                                                                                                                                                                |                                                 |                              
|Accrued interest receivable                                                                                                                                                     |                                                 |                               | 2,673   |   |                   |   | 2,590   |  
|Stock in Federal Home Loan Bank of Atlanta, at cost                                                                                                                             |                                                 |                               | 1,448   |   |                   |   | 1,133   |  
|Other non marketable securities                                                                                                                                                 |                                                 |                               | 1,082   |   |                   |   | 1,004   |  
|Foreclosed real estate                                                                                                                                                          |                                                 |                               | 3,812   |   |                   |   | 2,530   |  
|Premises and equipment, net                                                                                                                                                     |                                                 |                               | 12,886  |   |                   |   | 12,191  |  
|Bank owned life insurance                                                                                                                                                       |                                                 |                               | 7,661   |   |                   |   | 7,465   |  
|Core deposit intangible                                                                                                                                                         |                                                 |                               | 737     |   |                   |   | 853     |  
|Income taxes receivable                                                                                                                                                         |                                                 |                               | 4,352   |   |                   |   | 810     |  
|Other assets                                                                                                                                                                    |                                                 |                               | 5,977   |   |                   |   | 5,832   |  
|                                                                                                                                                                                |                                                 |                               |         |   |                   |   |         |  
|                                                                                                                                                                                |                                                 |                              
|TOTAL ASSETS                                                                                                                                                                    |                                                 | $                             | 643,185 |   |                   | $ | 630,419 |  
|                                                                                                                                                                                |                                                 |                               |         |   |                   |   |         |  
|LIABILITIES AND SHAREHOLDERS EQUITY                                                                                                                                            |                                                 |                               |         |   |                   |   |         |  
|                                                                                                                                                                                |                                                 |                              
|Deposits:                                                                                                                                                                       |                                                 |                               |         |   |                   |   |         |  
|Demand                                                                                                                                                                          |                                                 | $                             | 73,930  |   |                   | $ | 72,294  |  
|Savings                                                                                                                                                                         |                                                 |                               | 24,481  |   |                   |   | 26,407  |  
|Money market and NOW                                                                                                                                                            |                                                 |                               | 99,398  |   |                   |   | 93,677  |  
|Time                                                                                                                                                                            |                                                 |                               | 351,057 |   |                   |   | 347,884 |  
|                                                                                                                                                                                |                                                 |                               |         |   |                   |   |         |  
|                                                                                                                                                                                |                                                 |                              
|TOTAL DEPOSITS                                                                                                                                                                  |                                                 |                               | 548,866 |   |                   |   | 540,262 |  
|                                                                                                                                                                                |                                                 |                              
|Short term debt                                                                                                                                                                 |                                                 |                               | 24,540  |   |                   |   | 20,564  |  
|Long term debt                                                                                                                                                                  |                                                 |                               | 16,372  |   |                   |   | 12,372  |  
|Accrued interest payable                                                                                                                                                        |                                                 |                               | 388     |   |                   |   | 349     |  
|Accrued expenses and other liabilities                                                                                                                                          |                                                 |                               | 3,112   |   |                   |   | 2,463   |  
|                                                                                                                                                                                |                                                 |                               |         |   |                   |   |         |  
|                                                                                                                                                                                |                                                 |                              
|TOTAL LIABILITIES                                                                                                                                                               |                                                 |                               | 593,278 |   |                   |   | 576,010 |  
|                                                                                                                                                                                |                                                 |                               |         |   |                   |   |         |  
|                                                                                                                                                                                |                                                 |                              
|Shareholders Equity                                                                                                                                                            |                                                 |                               |         |   |                   |   |         |  
|Common stock, $1 par value, 10,000,000 shares authorized; 6,913,636 shares issued and outstanding at September 30, 2010 and
6,837,952 shares at December 31, 2009, respectively |                                                 |                               | 6,914   |   |                   |   | 6,838   |  
|Additional paid-in capital                                                                                                                                                      |                                                 |                               | 41,839  |   |                   |   | 41,467  |  
|Retained earnings (accumulated deficit)                                                                                                                                         |                                                 |                               | (412    | ) |                   |   | 4,668   |  
|Accumulated other comprehensive income                                                                                                                                          |                                                 |                               | 1,566   |   |                   |   | 1,436   |  
|                                                                                                                                                                                |                                                 |                               |         |   |                   |   |         |  
|                                                                                                                                                                                |                                                 |                              
|TOTAL SHAREHOLDERS EQUITY                                                                                                                                                      |                                                 |                               | 49,907  |   |                   |   | 54,409  |  
|                                                                                                                                                                                |                                                 |                               |         |   |                   |   |         |  
|                                                                                                                                                                                |                                                 |                              
|TOTAL LIABILITIES AND SHAREHOLDERS EQUITY                                                                                                                                      |                                                 | $                             | 643,185 |   |                   | $ | 630,419 |  
|                                                                                                                                                                                |                                                 |                               |         |   |                   |   |         |  



|* | Derived from audited consolidated financial statements.
|- | -------------------------------------------------------

See accompanying notes.



- 3 -



---

##### Table of Contents



NEW CENTURY BANCORP, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)





|                                                                |  |                                                 |           |   |                                 |   |           |      |  |   |           |   |  |   |           |  
|--------------------------------------------------------------- |  | ----------------------------------------------- | --------- | - | ------------------------------- | - | --------- | ---- |  | - | --------- | - |  | - | --------- | -
|                                                                |  | Three Months EndedSeptember 
30,                |           |   | Nine Months EndedSeptember 
30, |  
|                                                                |  | 2010                                            |           |   | 2009                            |   |           | 2010 |  |   | 2009      |  
|                                                                |  | (In thousands, except share and per share data) |          
|INTEREST INCOME                                                 |  |                                                 |           |   |                                 |   |           |      |  |   |           |   |  |   |           |  
|Loans                                                           |  | $                                               | 7,789     |   |                                 | $ | 7,382     |      |  | $ | 23,190    |   |  | $ | 21,946    |  
|Federal funds sold and interest-earning deposits in other banks |  |                                                 | 25        |   |                                 |   | 16        |      |  |   | 48        |   |  |   | 30        |  
|Investments                                                     |  |                                                 | 614       |   |                                 |   | 825       |      |  |   | 2,047     |   |  |   | 2,507     |  
|                                                                |  |                                                 |           |   |                                 |   |           |      |  |   |           |   |  |   |           |  
|                                                                |  |                                                 |           |  
|TOTAL INTEREST INCOME                                           |  |                                                 | 8,428     |   |                                 |   | 8,223     |      |  |   | 25,285    |   |  |   | 24,483    |  
|                                                                |  |                                                 |           |   |                                 |   |           |      |  |   |           |   |  |   |           |  
|                                                                |  |                                                 |           |  
|INTEREST EXPENSE                                                |  |                                                 |           |   |                                 |   |           |      |  |   |           |   |  |   |           |  
|Money market, NOW and savings deposits                          |  |                                                 | 293       |   |                                 |   | 313       |      |  |   | 925       |   |  |   | 1,016     |  
|Time deposits                                                   |  |                                                 | 1,993     |   |                                 |   | 2,705     |      |  |   | 5,958     |   |  |   | 8,779     |  
|FHLB Advances and other short term debt                         |  |                                                 | 72        |   |                                 |   | 69        |      |  |   | 208       |   |  |   | 212       |  
|Long term debt                                                  |  |                                                 | 81        |   |                                 |   | 83        |      |  |   | 227       |   |  |   | 295       |  
|                                                                |  |                                                 |           |   |                                 |   |           |      |  |   |           |   |  |   |           |  
|                                                                |  |                                                 |           |  
|TOTAL INTEREST EXPENSE                                          |  |                                                 | 2,439     |   |                                 |   | 3,170     |      |  |   | 7,318     |   |  |   | 10,302    |  
|                                                                |  |                                                 |           |   |                                 |   |           |      |  |   |           |   |  |   |           |  
|                                                                |  |                                                 |           |  
|NET INTEREST INCOME                                             |  |                                                 | 5,989     |   |                                 |   | 5,053     |      |  |   | 17,967    |   |  |   | 14,181    |  
|                                                                |  |                                                 |           |  
|PROVISION FOR LOAN LOSSES                                       |  |                                                 | 12,457    |   |                                 |   | 2,377     |      |  |   | 14,366    |   |  |   | 4,477     |  
|                                                                |  |                                                 |           |   |                                 |   |           |      |  |   |           |   |  |   |           |  
|                                                                |  |                                                 |           |  
|NET INTEREST INCOME (LOSS) AFTER PROVISION FOR LOAN LOSSES      |  |                                                 | (6,468    | ) |                                 |   | 2,676     |      |  |   | 3,601     |   |  |   | 9,704     |  
|                                                                |  |                                                 |           |   |                                 |   |           |      |  |   |           |   |  |   |           |  
|                                                                |  |                                                 |           |  
|NON-INTEREST INCOME                                             |  |                                                 |           |   |                                 |   |           |      |  |   |           |   |  |   |           |  
|Fees from pre-sold mortgages                                    |  |                                                 | 73        |   |                                 |   | 49        |      |  |   | 154       |   |  |   | 282       |  
|Service charges on deposit accounts                             |  |                                                 | 370       |   |                                 |   | 547       |      |  |   | 1,247     |   |  |   | 1,461     |  
|Other fees and income                                           |  |                                                 | 205       |   |                                 |   | 216       |      |  |   | 574       |   |  |   | 706       |  
|                                                                |  |                                                 |           |   |                                 |   |           |      |  |   |           |   |  |   |           |  
|                                                                |  |                                                 |           |  
|TOTAL NON-INTEREST INCOME                                       |  |                                                 | 648       |   |                                 |   | 812       |      |  |   | 1,975     |   |  |   | 2,449     |  
|                                                                |  |                                                 |           |   |                                 |   |           |      |  |   |           |   |  |   |           |  
|                                                                |  |                                                 |           |  
|NON-INTEREST EXPENSE                                            |  |                                                 |           |   |                                 |   |           |      |  |   |           |   |  |   |           |  
|Personnel                                                       |  |                                                 | 2,335     |   |                                 |   | 2,105     |      |  |   | 6,957     |   |  |   | 6,447     |  
|Occupancy and equipment                                         |  |                                                 | 393       |   |                                 |   | 387       |      |  |   | 1,163     |   |  |   | 1,138     |  
|Deposit insurance                                               |  |                                                 | 241       |   |                                 |   | 310       |      |  |   | 710       |   |  |   | 949       |  
|Professional fees                                               |  |                                                 | 571       |   |                                 |   | 272       |      |  |   | 1,454     |   |  |   | 765       |  
|Information systems                                             |  |                                                 | 356       |   |                                 |   | 386       |      |  |   | 1,257     |   |  |   | 1,088     |  
|Net loss on sale and write downs of foreclosed real estate      |  |                                                 | 96        |   |                                 |   | 2         |      |  |   | 122       |   |  |   | 241       |  
|Loss on impairment on non-marketable securities                 |  |                                                 |          |   |                                 |   |          |      |  |   |          |   |  |   | 51        |  
|Other                                                           |  |                                                 | 755       |   |                                 |   | 613       |      |  |   | 2,179     |   |  |   | 1,902     |  
|                                                                |  |                                                 |           |   |                                 |   |           |      |  |   |           |   |  |   |           |  
|                                                                |  |                                                 |           |  
|TOTAL NON-INTEREST EXPENSE                                      |  |                                                 | 4,747     |   |                                 |   | 4,075     |      |  |   | 13,842    |   |  |   | 12,581    |  
|                                                                |  |                                                 |           |   |                                 |   |           |      |  |   |           |   |  |   |           |  
|                                                                |  |                                                 |           |  
|LOSS BEFORE INCOME TAXES                                        |  |                                                 | (10,567   | ) |                                 |   | (587      | )    |  |   | (8,266    | ) |  |   | (428      | )
|TAX BENEFIT                                                     |  |                                                 | (3,956    | ) |                                 |   | (218      | )    |  |   | (3,186    | ) |  |   | (214      | )
|                                                                |  |                                                 |           |   |                                 |   |           |      |  |   |           |   |  |   |           |  
|                                                                |  |                                                 |           |  
|NET LOSS                                                        |  | $                                               | (6,611    | ) |                                 | $ | (369      | )    |  | $ | (5,080    | ) |  | $ | (214      | )
|                                                                |  |                                                 |           |   |                                 |   |           |      |  |   |           |   |  |   |           |  
|                                                                |  |                                                 |           |  
|NET LOSS PER COMMON SHARE                                       |  |                                                 |           |   |                                 |   |           |      |  |   |           |   |  |   |           |  
|                                                                |  |                                                 |           |  
|Basic                                                           |  | $                                               | (.96      | ) |                                 | $ | (.05      | )    |  | $ | (.74      | ) |  | $ | (.03      | )
|                                                                |  |                                                 |           |   |                                 |   |           |      |  |   |           |   |  |   |           |  
|Diluted                                                         |  | $                                               | (.96      | ) |                                 | $ | (.05      | )    |  | $ | (.74      | ) |  | $ | (.03      | )
|                                                                |  |                                                 |           |   |                                 |   |           |      |  |   |           |   |  |   |           |  
|                                                                |  |                                                 |           |  
|WEIGHTED AVERAGE COMMON SHARES OUTSTANDING                      |  |                                                 |           |   |                                 |   |           |      |  |   |           |   |  |   |           |  
|                                                                |  |                                                 |           |  
|Basic                                                           |  |                                                 | 6,908,466 |   |                                 |   | 6,837,292 |      |  |   | 6,864,543 |   |  |   | 6,833,494 |  
|                                                                |  |                                                 |           |   |                                 |   |           |      |  |   |           |   |  |   |           |  
|Diluted                                                         |  |                                                 | 6,908,466 |   |                                 |   | 6,837,292 |      |  |   | 6,864,543 |   |  |   | 6,833,494 |  
|                                                                |  |                                                 |           |   |                                 |   |           |      |  |   |           |   |  |   |           |  

See accompanying notes.



- 4 -



---

##### Table of Contents



NEW CENTURY BANCORP, INC.

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS EQUITY (Unaudited)





|                                        |              |                                           |           |        |                          |   |       |                                       |  |   |                                       |  |  |                          |        |   |  |   |       |  |  |   |        |  
|--------------------------------------- | ------------ | ----------------------------------------- | --------- | ------ | ------------------------ | - | ----- | ------------------------------------- |  | - | ------------------------------------- |  |  | ------------------------ | ------ | - |  | - | ----- |  |  | - | ------ | -
|                                        |              |                                           |           |        | Additionalpaid-incapital |   |       | Retainedearnings(accumulated
deficit) |  |   | Accumulatedother
com-prehensiveincome |  |  | Totalshareholdersequity |       
|                                        | Common stock |                                           |           |        |                          |  
|                                        | Shares       |                                           |           | Amount |                          |   |       |                                       | 
|                                        |              | (Amounts in thousands, except share data) |          
|                                        |              |                                           |           |        |                          |  
|Balance at December 31, 2008            |              |                                           | 6,831,149 |        |                          | $ | 6,831 |                                       |  | $ | 41,279                                |  |  | $                        | 13,110 |   |  | $ | 1,439 |  |  | $ | 62,659 |  
|                                        |              |                                           |           |        |                          |  
|Net loss                                |              |                                           |          |        |                          |   |      |                                       |  |   |                                      |  |  |                          | (214   | ) |  |   |      |  |  |   | (214   | )
|                                        |              |                                           |           |        |                          |  
|Other comprehensive income              |              |                                           |          |        |                          |   |      |                                       |  |   |                                      |  |  |                          |       |   |  |   | 405   |  |  |   | 405    |  
|                                        |              |                                           |           |        |                          |  
|Exercise of stock options               |              |                                           | 6,593     |        |                          |   | 7     |                                       |  |   | 21                                    |  |  |                          |       |   |  |   |      |  |  |   | 28     |  
|                                        |              |                                           |           |        |                          |  
|Tax benefit from stock option exercises |              |                                           |          |        |                          |   |      |                                       |  |   | 3                                     |  |  |                          |       |   |  |   |      |  |  |   | 3      |  
|                                        |              |                                           |           |        |                          |  
|Stock based compensation                |              |                                           |          |        |                          |   |      |                                       |  |   | 132                                   |  |  |                          |       |   |  |   |      |  |  |   | 132    |  
|                                        |              |                                           |           |        |                          |   |       |                                       |  |   |                                       |  |  |                          |        |   |  |   |       |  |  |   |        |  
|                                        |              |                                           |           |        |                          |  
|Balance at September 30, 2009           |              |                                           | 6,837,742 |        |                          | $ | 6,838 |                                       |  | $ | 41,435                                |  |  | $                        | 12,896 |   |  | $ | 1,844 |  |  | $ | 63,013 |  
|                                        |              |                                           |           |        |                          |   |       |                                       |  |   |                                       |  |  |                          |        |   |  |   |       |  |  |   |        |  
|                                        |              |                                           |           |        |                          |  
|Balance at December 31, 2009            |              |                                           | 6,837,952 |        |                          | $ | 6,838 |                                       |  | $ | 41,467                                |  |  | $                        | 4,668  |   |  | $ | 1,436 |  |  | $ | 54,409 |  
|                                        |              |                                           |           |        |                          |  
|Net loss                                |              |                                           |          |        |                          |   |      |                                       |  |   |                                      |  |  |                          | (5,080 | ) |  |   |      |  |  |   | (5,080 | )
|                                        |              |                                           |           |        |                          |  
|Other comprehensive income              |              |                                           |          |        |                          |   |      |                                       |  |   |                                      |  |  |                          |       |   |  |   | 130   |  |  |   | 130    |  
|                                        |              |                                           |           |        |                          |  
|Exercise of stock options               |              |                                           | 75,684    |        |                          |   | 76    |                                       |  |   | 256                                   |  |  |                          |       |   |  |   |      |  |  |   | 332    |  
|                                        |              |                                           |           |        |                          |  
|Tax benefit from stock option exercises |              |                                           |          |        |                          |   |      |                                       |  |   | 16                                    |  |  |                          |       |   |  |   |      |  |  |   | 16     |  
|                                        |              |                                           |           |        |                          |  
|Stock based compensation                |              |                                           |          |        |                          |   |      |                                       |  |   | 100                                   |  |  |                          |       |   |  |   |      |  |  |   | 100    |  
|                                        |              |                                           |           |        |                          |   |       |                                       |  |   |                                       |  |  |                          |        |   |  |   |       |  |  |   |        |  
|                                        |              |                                           |           |        |                          |  
|Balance at September 30, 2010           |              |                                           | 6,913,636 |        |                          | $ | 6,914 |                                       |  | $ | 41,839                                |  |  | $                        | (412   | ) |  | $ | 1,566 |  |  | $ | 49,907 |  
|                                        |              |                                           |           |        |                          |   |       |                                       |  |   |                                       |  |  |                          |        |   |  |   |       |  |  |   |        |  

See accompanying notes.



- 5 -



---

##### Table of Contents



NEW CENTURY BANCORP, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)





|                                                                                |  |                                |         |   |      |   |         |  
|------------------------------------------------------------------------------- |  | ------------------------------ | ------- | - | ---- | - | ------- | -
|                                                                                |  | Nine Months EndedSeptember 30, |        
|                                                                                |  | 2010                           |         |   | 2009 |  
|                                                                                |  | (In thousands)                 |        
|CASH FLOWS FROM OPERATING ACTIVITIES                                            |  |                                |         |   |      |   |         |  
|Net loss                                                                        |  | $                              | (5,080  | ) |      | $ | (214    | )
|Adjustments to reconcile net loss to net cash provided by operating activities: |  |                                |         |   |      |   |         |  
|Provision for loan losses                                                       |  |                                | 14,366  |   |      |   | 4,477   |  
|Depreciation and amortization of premises and equipment                         |  |                                | 569     |   |      |   | 570     |  
|Amortization and accretion of investment securities                             |  |                                | 630     |   |      |   | 345     |  
|Amortization of deferred loan fees and costs                                    |  |                                | (126    | ) |      |   | (129    | )
|Amortization of core deposit intangible                                         |  |                                | 115     |   |      |   | 115     |  
|Stock-based compensation                                                        |  |                                | 100     |   |      |   | 132     |  
|(Gain) loss on write down on other assets                                       |  |                                | (2      | ) |      |   | 13      |  
|Increase in cash surrender value of bank owned life insurance                   |  |                                | (196    | ) |      |   | (196    | )
|Net loss on sale and write-downs of foreclosed real estate                      |  |                                | 122     |   |      |   | 241     |  
|(Gain) loss on mortgage-backed securities pay-downs                             |  |                                | 14      |   |      |   | (1      | )
|Loss on impairment on non marketable securities                                 |  |                                |        |   |      |   | 51      |  
|Change in assets and liabilities:                                               |  |                                |         |   |      |   |         |  
|Increase in accrued interest receivable                                         |  |                                | (83     | ) |      |   | (148    | )
|(Increase) decrease in income taxes receivable                                  |  |                                | (3,975  | ) |      |   | 70      |  
|(Increase) decrease in other assets                                             |  |                                | 73      |   |      |   | (38     | )
|Increase (decrease) in accrued expenses and other liabilities                   |  |                                | 691     |   |      |   | (60     | )
|                                                                                |  |                                |         |   |      |   |         |  
|                                                                                |  |                               
|NET CASH PROVIDED BY OPERATING ACTIVITIES                                       |  |                                | 7,218   |   |      |   | 5,228   |  
|                                                                                |  |                                |         |   |      |   |         |  
|                                                                                |  |                               
|CASH FLOWS FROM INVESTING ACTIVITIES                                            |  |                                |         |   |      |   |         |  
|(Purchase) redemption of FHLB stock                                             |  |                                | (315    | ) |      |   | 21      |  
|Purchases of investment securities available for sale                           |  |                                | (7,291  | ) |      |   | (30,292 | )
|Maturities of investment securities available for sale                          |  |                                | 12,711  |   |      |   | 9,106   |  
|Mortgage-backed securities pay-downs                                            |  |                                | 7,733   |   |      |   | 9,282   |  
|(Increase) decrease in federal funds sold                                       |  |                                | (8,861  | ) |      |   | 2,221   |  
|Increase interest earning deposits at other banks                               |  |                                | (21,246 | ) |      |   | (10,988 | )
|Net increase in net loans outstanding                                           |  |                                | (8,138  | ) |      |   | (16,040 | )
|Proceeds from sale of loans                                                     |  |                                | 2,019   |   |      |   |        |  
|Proceeds from sale of foreclosed real estate                                    |  |                                | 1,495   |   |      |   | 1,410   |  
|Proceeds from sale of premises and equipment                                    |  |                                | 5       |   |      |   | 65      |  
|Purchases of premises and equipment                                             |  |                                | (1,208  | ) |      |   | (858    | )
|                                                                                |  |                                |         |   |      |   |         |  
|NET CASH USED BY INVESTING ACTIVITIES                                           |  |                                | (23,096 | ) |      |   | (36,073 | )
|                                                                                |  |                                |         |   |      |   |         |  
|                                                                                |  |                               
|CASH FLOWS FROM FINANCING ACTIVITIES                                            |  |                                |         |   |      |   |         |  
|Increase in deposits                                                            |  |                                | 8,604   |   |      |   | 28,231  |  
|Increase (decrease) in other short term debt                                    |  |                                | 1,976   |   |      |   | 2,518   |  
|Increase (decrease) in other long term debt                                     |  |                                | (2,000  | ) |      |   |        |  
|Proceeds from short term FHLB advances                                          |  |                                | 2,000   |   |      |   |        |  
|Proceeds from long term FHLB advances                                           |  |                                | 6,000   |   |      |   |        |  
|Tax benefit from exercise of stock options                                      |  |                                | 16      |   |      |   | 3       |  
|Proceeds from the exercise of stock options                                     |  |                                | 332     |   |      |   | 28      |  
|                                                                                |  |                                |         |   |      |   |         |  
|                                                                                |  |                               
|NET CASH PROVIDED BY FINANCING ACTIVITIES                                       |  |                                | 16,928  |   |      |   | 30,780  |  
|                                                                                |  |                                |         |   |      |   |         |  
|                                                                                |  |                               
|NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                            |  |                                | 1,050   |   |      |   | (65     | )
|                                                                                |  |                               
|CASH AND CASH EQUIVALENTS, BEGINNING                                            |  |                                | 9,612   |   |      |   | 8,124   |  
|                                                                                |  |                                |         |   |      |   |         |  
|CASH AND CASH EQUIVALENTS, ENDING                                               |  | $                              | 10,662  |   |      | $ | 8,059   |  
|                                                                                |  |                                |         |   |      |   |         |  

See accompanying notes.



- 6 -



---

##### Table of Contents

NEW CENTURY BANCORP, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (Continued)





|                                                                         |  |                                |       |  |      |   |        | 
|------------------------------------------------------------------------ |  | ------------------------------ | ----- |  | ---- | - | ------ | 
|                                                                         |  | Nine Months EndedSeptember 30, |      
|                                                                         |  | 2010                           |       |  | 2009 |  
|                                                                         |  | (In thousands)                 |      
|SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION                        |  |                                |       |  |      |   |        | 
|Cash paid during the period for:                                         |  |                                |       |  |      |   |        | 
|Interest paid                                                            |  | $                              | 7,279 |  |      | $ | 10,407 | 
|Income taxes paid                                                        |  |                                | 939   |  |      |   | 50     | 
|Non-cash transactions:                                                   |  |                                |       |  |      |   |        | 
|Unrealized gains on investment securities available for sale, net of tax |  |                                | 130   |  |      |   | 405    | 
|Transfers from loans to foreclosed real estate                           |  |                                | 2,901 |  |      |   | 1,197  | 

See accompanying notes.



- 7 -



---

##### Table of Contents



NEW CENTURY BANCORP, INC.

Notes to Consolidated Financial Statements (Unaudited)



NOTE A - BASIS OF PRESENTATION

New Century Bancorp, Inc. (the Company) is a bank holding company whose principal business activity consists of ownership of New Century Bank
(the Bank). The Bank is engaged in general commercial and retail banking and operates under the banking laws of North Carolina and the rules and regulations of the Federal Deposit Insurance Corporation and the North Carolina Commissioner
of Banks. The Bank undergoes periodic examinations by those regulatory authorities.

All significant inter-company transactions and balances
have been eliminated in consolidation. In managements opinion, the financial information, which is unaudited, reflects all adjustments (consisting solely of normal recurring adjustments) necessary for a fair presentation of the financial
information as of and for the three and nine month periods ended September 30, 2010 and 2009, in conformity with accounting principles generally accepted in the United States of America (GAAP).

The preparation of consolidated financial statements requires management to make estimates and assumptions that affect reported amounts of assets and
liabilities at the date of the financial statements, as well as the amounts of income and expense during the reporting period. Actual results could differ from those estimates. Operating results for the three and nine month periods ended
September 30, 2010 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2010.

The organization and business of the Company, accounting policies followed by the Company and other relevant information are contained in the notes to
the financial statements filed as part of the Companys 2009 Annual Report on Form 10-K, filed with the Securities and Exchange Commission (SEC) on March 29, 2010. This quarterly report should be read in conjunction with the
Annual Report.

NOTE B - PER SHARE RESULTS

Basic net income per share is computed based upon the weighted average number of shares of common stock outstanding during the period. Diluted net income per share includes the dilutive effect of stock
options outstanding during the period. There were 424,336 and 419,806 anti-dilutive options as of September 30, 2010 and 2009, respectively.



|                                                              |  |                                 |           |  |                                |  |           |      |  |  |           |  |  |  |           | 
|------------------------------------------------------------- |  | ------------------------------- | --------- |  | ------------------------------ |  | --------- | ---- |  |  | --------- |  |  |  | --------- | 
|                                                              |  | Three Months EndedSeptember 30, |           |  | Nine Months EndedSeptember 30, | 
|                                                              |  | 2010                            |           |  | 2009                           |  |           | 2010 |  |  | 2009      | 
|Weighted average shares used for basic net income per share   |  |                                 | 6,908,466 |  |                                |  | 6,837,292 |      |  |  | 6,864,543 |  |  |  | 6,833,494 | 
|                                                              |  |                                 |           | 
|Effect of dilutive stock options                              |  |                                 |          |  |                                |  |          |      |  |  |          |  |  |  |          | 
|                                                              |  |                                 |           |  |                                |  |           |      |  |  |           |  |  |  |           | 
|                                                              |  |                                 |           | 
|Weighted average shares used for diluted net income per share |  |                                 | 6,908,466 |  |                                |  | 6,837,292 |      |  |  | 6,864,543 |  |  |  | 6,833,494 | 
|                                                              |  |                                 |           |  |                                |  |           |      |  |  |           |  |  |  |           | 



- 8 -



---

##### Table of Contents



NEW CENTURY
BANCORP, INC.

Notes to Consolidated Financial Statements (Unaudited)



NOTE C  COMPREHENSIVE INCOME (LOSS)

A summary of comprehensive income (loss) is as follows:



|                                                                     |  |                                 |        |   |                                |   |      |      |  |   |        |   |  |   |      |  
|-------------------------------------------------------------------- |  | ------------------------------- | ------ | - | ------------------------------ | - | ---- | ---- |  | - | ------ | - |  | - | ---- | -
|                                                                     |  | Three Months EndedSeptember 30, |        |   | Nine Months EndedSeptember 30, |  
|                                                                     |  | 2010                            |        |   | 2009                           |   |      | 2010 |  |   | 2009   |  
|                                                                     |  | (Amounts in thousands)          |       
|Net loss                                                             |  | $                               | (6,611 | ) |                                | $ | (369 | )    |  | $ | (5,080 | ) |  | $ | (214 | )
|                                                                     |  |                                 |        |  
|Other comprehensive loss:                                            |  |                                 |        |   |                                |   |      |      |  |   |        |   |  |   |      |  
|Unrealized gain (loss) on investment Securities - available for sale |  |                                 | (103   | ) |                                |   | 627  |      |  |   | 209    |   |  |   | 660  |  
|Tax effect                                                           |  |                                 | 41     |   |                                |   | (238 | )    |  |   | (79    | ) |  |   | (255 | )
|                                                                     |  |                                 |        |   |                                |   |      |      |  |   |        |   |  |   |      |  
|Total                                                                |  |                                 | (62    | ) |                                |   | 389  |      |  |   | 130    |   |  |   | 405  |  
|                                                                     |  |                                 |        |   |                                |   |      |      |  |   |        |   |  |   |      |  
|Total comprehensive income (loss)                                    |  | $                               | (6,673 | ) |                                | $ | 20   |      |  | $ | (4,950 | ) |  | $ | 191  |  
|                                                                     |  |                                 |        |   |                                |   |      |      |  |   |        |   |  |   |      |  

NOTE D - RECENT ACCOUNTING PRONOUNCEMENTS

The following summarizes recent accounting pronouncements and their expected impact on the Company:

In July 2010,the FASB issued Accounting Standards Update (ASU) No. 2010-20 entitled Disclosures about the Credit Quality of Financing Receivables and the Allowance for
Credit Losses which amends Accounting Standards Codification (ASC) No. 820-10. The update requires companies to provide more information in their disclosures about the credit quality of their financing receivables and the credit
reserves held against them. The amendments that require disclosures as of the end of a reporting period are effective for the periods ending on or after December 15, 2010. The amendments that require disclosures about activity that occurs
during a reporting period are effective for the periods beginning on or after December 15, 2010. The Company is currently evaluating the impact of adopting the new guidance on the consolidated financial statements.

In October 2009, the FASB issued ASU 2009-16, Transfers and Servicing (Topic 860)  Accounting for Transfers of Financial Assets. This Update
amends the Codification for the issuance of FASB Statement No. 166, Accounting for Transfers of Financial Assets-an amendment of FASB Statement No. 140.The amendments in this update improve financial reporting by eliminating the
exceptions for qualifying special-purpose entities from the consolidation guidance and the exception that permitted sale accounting for certain mortgage securitizations when a transferor has not surrendered control over the transferred financial
assets. In addition, the amendments require enhanced disclosures about the risks that a transferor continues to be exposed to because of its continuing involvement in transferred financial assets. Comparability and consistency in accounting for
transferred financial assets will also be improved through clarifications of the requirements for isolation and limitations on portions of financial assets that are eligible for sale accounting. This update is effective at the start of a reporting
entitys first fiscal year beginning after November 15, 2009. The adoption of this standard did not have a material impact on our financial position or results of operation.

In January 2010, the FASB issued an ASU entitled Fair Value Measurements and Disclosures (Topic 820)Improving Disclosures about Fair Value Measurements (ASU 820) which amends ASC
820-10. This ASU requires new disclosures: (i) of significant transfers



- 9 -



---

##### Table of Contents

NEW CENTURY BANCORP, INC.

Notes to Consolidated Financial
Statements (Unaudited)



NOTE
D - RECENT ACCOUNTING PRONOUNCEMENTS(continued)

in and out of Levels 1 and 2 with reasons for the transfers; and
(ii) activity in Level 3 fair value measurements, including purchases, sales, issuances, and settlements on a gross basis. In addition, the reporting entity should provide fair value measurement disclosures for each class of assets and
liabilities, and disclosures about inputs and valuation techniques used to measure fair value of both recurring and nonrecurring fair value measurements. The ASU includes conforming amendments to the guidance on employers disclosures about
postretirement benefit plan assets (ASC 715-20). These amendments change the terminology from major categories of assets to classes of assets and provide a cross reference to ASC 820-10 on how to determine appropriate class to present fair value
disclosures. This ASU is effective for interim and annual periods beginning after December 15, 2009, except disclosures about purchases, sales, issuances, and settlements in the roll forward of Level 3 non-recurring fair value measurements,
which are effective for fiscal years beginning after December 15, 2010 and interim periods within those years. The Company does not anticipate that the adoption of this statement will have a material impact on its consolidated financial
statements.

The Company has adopted ASC Topic 810, Amendments to FASB Interpretation No. 46(R).The Company has not invested and
does not anticipate investing in any Variable Interest Entities. This pronouncement was effective after the beginning of fiscal years beginning after November 15, 2009. The Company does not anticipate that the adoption of this statement will
have a material impact on its consolidated financial statements.

Other accounting standards that have been issued or proposed by the FASB or
other standards-setting bodies are not expected to have a material impact on the Companys financial position, results of operations and cash flows.

From time to time, the FASB issues exposure drafts for proposed statements of financial accounting standards. Such exposure drafts are subject to comment from the public, to revisions by the FASB and to
final issuance by the FASB as statements of financial accounting standards. Management considers the effect of the proposed statements on the consolidated financial statements of the Company and monitors the status of changes to and proposed
effective dates of exposure drafts.

NOTE E  FAIR VALUE MEASUREMENTS

ASC 820 defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. ASC 820 does not require any new fair value measurements, but clarifies
and standardizes some divergent practices that have emerged since prior guidance was issued. ASC 820 creates a three-level hierarchy under which individual fair value estimates are to be ranked based on the relative reliability of the inputs used in
the valuation.

Fair value estimates are made at a specific moment in time, based on relevant market information and information about the
financial instrument. These estimates do not reflect any premium or discount that could result from offering for sale at one time the Companys entire holdings of a particular financial instrument. Because no active market readily exists for a
portion of the Companys financial instruments, fair value estimates are based on judgments regarding future expected loss experience, current economic conditions, risk characteristics of various financial instruments, and other factors. These
estimates are subjective in nature and involve uncertainties and matters of significant judgment and, therefore, cannot be determined with precision. Changes in assumptions could significantly affect the estimates.



- 10 -



---

##### Table of Contents



NEW CENTURY
BANCORP, INC.

Notes to Consolidated Financial Statements (Unaudited)



NOTE E  FAIR VALUE
MEASUREMENTS(continued)

The following methods and assumptions were used to estimate the fair value of each class of
financial instruments for which it is practicable to estimate that value:

Fair Value Hierarchy

The Company groups assets and liabilities at fair value in three levels, based on the markets in which the assets and liabilities are traded and the
reliability of the assumptions used to determine fair value. These levels are:



| |  |  | Level 1  Valuation is based upon quoted prices for identical instruments traded in active markets.
| | - |  | ---------------------------------------------------------------------------------------------------



| |  |  | Level 2  Valuation is based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in
markets that are not active and model-based valuation techniques for which all significant assumptions are observable in the market.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Level 3  Valuation is generated from model-based techniques that use at least one significant assumption not observable in the market. These
unobservable assumptions reflect estimates of assumptions that market participants would use in pricing the asset or liability. Valuation techniques include use of option pricing models, discounted cash flows models and similar techniques.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

The following is a description of valuation methodologies used for assets and liabilities recorded at fair value on a
recurring basis.

Investment Securities Available-for-Sale

Investment securities available-for-sale are recorded at fair value on a recurring basis. Fair value measurement is based upon quoted prices, if available. If quoted prices are not available, fair values
are measured using independent pricing models or other model-based valuation techniques such as the present value of future cash flows, adjusted for the securitys credit rating, prepayment assumptions and other factors such as credit loss
assumptions. Level 1 securities include those securities traded on an active exchange, such as the New York Stock Exchange, U.S. Treasury securities that are traded by dealers or brokers in active over-the-counter markets and money market funds.
Level 2 securities include securities with significant other observable inputs such as quoted prices for similar assets and include mortgage-backed securities issued by government sponsored entities, municipal bonds and corporate debt securities.
Securities classified as Level 3 securities have significant unobservable inputs that reflect the reporting entities own assumptions concerning the assumptions that market participants would use in pricing securities such as asset-backed securities
in less liquid markets.



- 11 -



---

##### Table of Contents



NEW CENTURY
BANCORP, INC.

Notes to Consolidated Financial Statements (Unaudited)



NOTE E  FAIR VALUE MEASUREMENTS(continued)

The following tables summarize quantitative disclosures about the fair value measurement for each category of
assets carried at fair value on a recurring basis as of September 30, 2010 and December 31, 2009 (dollars in thousands):



|                                                                     |  |            |        |  |                                                              |   |   |                                            |  |   |                                         |  |  |   |   | 
|-------------------------------------------------------------------- |  | ---------- | ------ |  | ------------------------------------------------------------ | - | - | ------------------------------------------ |  | - | --------------------------------------- |  |  | - | - | 
|Investment securities available for sale September 30,
2010          |  | Fair value |        |  | Quoted Prices inActive 
Marketsfor IdenticalAssets (Level 1) |   |   | SignificantOtherObservableInputs (Level 2) |  |   | SignificantUnobservableInputs (Level 3) | 
|                                                                     |  |            |        | 
|U.S. government agencies                                             |  | $          | 43,781 |  |                                                              | $ |  |                                            |  | $ | 43,781                                  |  |  | $ |  | 
|Mortgage-backed securities - Government Sponsored Entities (GSEs) |  |            | 31,333 |  |                                                              |   |  |                                            |  |   | 31,333                                  |  |  |   |  | 
|Municipal bonds                                                      |  |            | 7,556  |  |                                                              |   |  |                                            |  |   | 7,556                                   |  |  |   |  | 
|                                                                     |  |            |        |  |                                                              |   |   |                                            |  |   |                                         |  |  |   |   | 
|                                                                     |  |            |        | 
|Total                                                                |  | $          | 82,670 |  |                                                              | $ |  |                                            |  | $ | 82,670                                  |  |  | $ |  | 
|                                                                     |  |            |        |  |                                                              |   |   |                                            |  |   |                                         |  |  |   |   | 
|                                                                     |  |            |        | 
|Investment securities available for sale December 31,
2009           |  | Fair value |        |  | Quoted Prices inActive 
Marketsfor IdenticalAssets (Level 1) |   |   | SignificantOtherObservableInputs (Level 2) |  |   | SignificantUnobservableInputs (Level 3) | 
|                                                                     |  |            |        | 
|U.S. government agencies                                             |  | $          | 53,992 |  |                                                              | $ |  |                                            |  | $ | 53,992                                  |  |  | $ |  | 
|Mortgage-backed securities - GSEs                                   |  |            | 34,884 |  |                                                              |   |  |                                            |  |   | 34,884                                  |  |  |   |  | 
|Municipal bonds                                                      |  |            | 7,383  |  |                                                              |   |  |                                            |  |   | 7,383                                   |  |  |   |  | 
|                                                                     |  |            |        |  |                                                              |   |   |                                            |  |   |                                         |  |  |   |   | 
|                                                                     |  |            |        | 
|Total                                                                |  | $          | 96,259 |  |                                                              | $ |  |                                            |  | $ | 96,259                                  |  |  | $ |  | 
|                                                                     |  |            |        |  |                                                              |   |   |                                            |  |   |                                         |  |  |   |   | 

The following is a description of valuation methodologies used for assets and liabilities recorded at fair value on a
nonrecurring basis.

Loans

The Company does not record loans at fair value on a recurring basis. However, from time to time, a loan is considered impaired and an allowance for loan
losses is established. Loans for which it is probable that payment of interest and principal will not be made in accordance with the contractual terms of the loan agreement are considered impaired. The fair value of impaired loans is estimated using
one of several methods, including collateral value and discounted cash flows. Those impaired loans not requiring an allowance represent loans for which the fair value of the expected repayments or collateral exceed the recorded investments in such
loans. At September 30, 2010, substantially all of the total impaired loans were evaluated based on the fair value of the collateral. Impaired loans where an allowance is established based on the fair value of collateral require classification
in the fair value hierarchy. When the fair value of the collateral is based on an observable market price or a current appraised value, the Company records the impaired loan as nonrecurring Level 2. When an appraised value is not available or
management determines the fair value of the collateral is further impaired below the appraised value and there is no observable market price, the Company records the impaired loan as nonrecurring Level 3.



- 12 -



---

##### Table of Contents



NEW CENTURY
BANCORP, INC.

Notes to Consolidated Financial Statements (Unaudited)



NOTE E  FAIR VALUE MEASUREMENTS(continued)

Foreclosed Real Estate

Foreclosed real estate are properties recorded at estimated fair value. Inputs include appraised values on the properties or recent sales activity for similar assets in the propertys market.
Therefore, foreclosed real estate is classified within Level 3 of the hierarchy when an appraised value is not available or management determines the fair value of the collateral is further impaired below the appraised value. At September 30,
2010 assets classified as foreclosed real estate totaled $3.8 million.

The following tables summarize quantitative disclosures about the fair
value measurement for each category of assets carried at fair value on a nonrecurring basis as of September 30, 2010 and December 31, 2009 (dollars in thousands):



|                                  |  |            |       |  |                                                              |   |   |                                            |  |   |                                         |  |  |   |       | 
|--------------------------------- |  | ---------- | ----- |  | ------------------------------------------------------------ | - | - | ------------------------------------------ |  | - | --------------------------------------- |  |  | - | ----- | 
|Asset Category
September 30, 2010 |  | Fair value |       |  | Quoted Prices inActive 
Marketsfor IdenticalAssets (Level 1) |   |   | SignificantOtherObservableInputs (Level 2) |  |   | SignificantUnobservableInputs (Level 3) | 
|                                  |  |            |       | 
|Impaired loans                    |  | $          | 1,415 |  |                                                              | $ |  |                                            |  | $ |                                        |  |  | $ | 1,415 | 
|                                  |  |            |       | 
|Foreclosed real estate            |  |            | 3,812 |  |                                                              |   |  |                                            |  |   |                                        |  |  |   | 3,812 | 
|                                  |  |            |       |  |                                                              |   |   |                                            |  |   |                                         |  |  |   |       | 
|                                  |  |            |       | 
|Total                             |  | $          | 5,227 |  |                                                              | $ |  |                                            |  | $ |                                        |  |  | $ | 5,227 | 
|                                  |  |            |       |  |                                                              |   |   |                                            |  |   |                                         |  |  |   |       | 



|                                 |  |            |       |  |                                                              |   |   |                                            |  |   |                                         |  |  |   |       | 
|-------------------------------- |  | ---------- | ----- |  | ------------------------------------------------------------ | - | - | ------------------------------------------ |  | - | --------------------------------------- |  |  | - | ----- | 
|Asset Category
December 31, 2009 |  | Fair value |       |  | Quoted Prices inActive 
Marketsfor IdenticalAssets (Level 1) |   |   | SignificantOtherObservableInputs (Level 2) |  |   | SignificantUnobservableInputs (Level 3) | 
|                                 |  |            |       | 
|Impaired loans                   |  | $          | 5,573 |  |                                                              | $ |  |                                            |  | $ |                                        |  |  | $ | 5,573 | 
|                                 |  |            |       | 
|Foreclosed real estate           |  |            | 2,530 |  |                                                              |   |  |                                            |  |   |                                        |  |  |   | 2,530 | 
|                                 |  |            |       |  |                                                              |   |   |                                            |  |   |                                         |  |  |   |       | 
|                                 |  |            |       | 
|Total                            |  | $          | 8,103 |  |                                                              | $ |  |                                            |  | $ |                                        |  |  | $ | 8,103 | 
|                                 |  |            |       |  |                                                              |   |   |                                            |  |   |                                         |  |  |   |       | 

As of September 30, 2010, the Bank identified $9.7 million in impaired loans, of which $1.9 million required a specific
allowance of $475,000. As of December 31, 2009, the Bank identified $16.5 million in impaired loans, of which $9.7 million required a specific allowance of $4.2 million.



- 13 -



---

##### Table of Contents



NEW CENTURY
BANCORP, INC.

Notes to Consolidated Financial Statements (Unaudited)



NOTE F - INVESTMENT SECURITIES

The amortized cost and fair value of securities available for sale, with gross unrealized gains and losses, follow:



|                                                 |  |                    |        |  |                      |   |       |                       |  |   |           |  |  |   |        | 
|------------------------------------------------ |  | ------------------ | ------ |  | -------------------- | - | ----- | --------------------- |  | - | --------- |  |  | - | ------ | 
|                                                 |  | September 30, 2010 |       
|                                                 |  | Amortizedcost      |        |  | Grossunrealizedgains |   |       | Grossunrealizedlosses |  |   | Fairvalue | 
|                                                 |  | (In thousands)     |       
|Securities available for sale:                   |  |                    |        |  |                      |   |       |                       |  |   |           |  |  |   |        | 
|U.S. government agencies                         |  |                    |        |  |                      |   |       |                       |  |   |           |  |  |   |        | 
|Within 1 year                                    |  | $                  | 23,837 |  |                      | $ | 211   |                       |  | $ |          |  |  | $ | 24,048 | 
|After 1 year but within 5 years                  |  |                    | 19,147 |  |                      |   | 586   |                       |  |   |          |  |  |   | 19,733 | 
|                                                 |  |                    |        | 
|U.S. agency sponsored mortgage-backed securities |  |                    |        |  |                      |   |       |                       |  |   |           |  |  |   |        | 
|Within 1 year                                    |  |                    | 2,136  |  |                      |   | 24    |                       |  |   |          |  |  |   | 2,160  | 
|After 1 year but within 5 years                  |  |                    | 24,675 |  |                      |   | 1,362 |                       |  |   | 8         |  |  |   | 26,029 | 
|After 5 years but within 10 years                |  |                    | 3,149  |  |                      |   |      |                       |  |   | 5         |  |  |   | 3,144  | 
|                                                 |  |                    |        | 
|Municipal bonds                                  |  |                    |        |  |                      |   |       |                       |  |   |           |  |  |   |        | 
|Within 1 year                                    |  |                    | 200    |  |                      |   | 2     |                       |  |   |          |  |  |   | 202    | 
|After 1 year but within 5 years                  |  |                    | 1,545  |  |                      |   | 65    |                       |  |   |          |  |  |   | 1,610  | 
|After 5 years but within 10 years                |  |                    | 3,611  |  |                      |   | 260   |                       |  |   |          |  |  |   | 3,871  | 
|After 10 years                                   |  |                    | 1,822  |  |                      |   | 51    |                       |  |   |          |  |  |   | 1,873  | 
|                                                 |  |                    |        |  |                      |   |       |                       |  |   |           |  |  |   |        | 
|                                                 |  |                    |        | 
|                                                 |  | $                  | 80,122 |  |                      | $ | 2,561 |                       |  | $ | 13        |  |  | $ | 82,670 | 
|                                                 |  |                    |        |  |                      |   |       |                       |  |   |           |  |  |   |        | 

As of September 30, 2010, accumulated other comprehensive income, net of deferred income taxes, included unrealized net
gains of $2.5 million, net of deferred income taxes of $1.0 million.



|                                                 |  |                   |        |  |                      |   |       |                       |  |   |           |  |  |   |        | 
|------------------------------------------------ |  | ----------------- | ------ |  | -------------------- | - | ----- | --------------------- |  | - | --------- |  |  | - | ------ | 
|                                                 |  | December 31, 2009 |       
|                                                 |  | Amortizedcost     |        |  | Grossunrealizedgains |   |       | Grossunrealizedlosses |  |   | Fairvalue | 
|                                                 |  | (In thousands)    |       
|Securities available for sale:                   |  |                   |        |  |                      |   |       |                       |  |   |           |  |  |   |        | 
|U.S. government agencies                         |  |                   |        |  |                      |   |       |                       |  |   |           |  |  |   |        | 
|Within 1 year                                    |  | $                 | 13,832 |  |                      | $ | 196   |                       |  | $ | 1         |  |  | $ | 14,027 | 
|After 1 year but within 5 years                  |  |                   | 39,430 |  |                      |   | 604   |                       |  |   | 69        |  |  |   | 39,965 | 
|                                                 |  |                   |        | 
|U.S. agency sponsored mortgage-backed securities |  |                   |        |  |                      |   |       |                       |  |   |           |  |  |   |        | 
|Within 1 year                                    |  |                   | 1,456  |  |                      |   | 14    |                       |  |   |          |  |  |   | 1,470  | 
|After 1 year but within 5 years                  |  |                   | 31,293 |  |                      |   | 1,368 |                       |  |   |          |  |  |   | 32,661 | 
|After 5 years but within 10 years                |  |                   | 717    |  |                      |   | 36    |                       |  |   |          |  |  |   | 753    | 
|                                                 |  |                   |        | 
|Municipal bonds                                  |  |                   |        |  |                      |   |       |                       |  |   |           |  |  |   |        | 
|After 1 year but within 5 years                  |  |                   | 1,160  |  |                      |   | 41    |                       |  |   |          |  |  |   | 1,201  | 
|After 5 years but within 10 years                |  |                   | 4,133  |  |                      |   | 156   |                       |  |   | 3         |  |  |   | 4,286  | 
|After 10 years                                   |  |                   | 1,898  |  |                      |   | 13    |                       |  |   | 15        |  |  |   | 1,896  | 
|                                                 |  |                   |        |  |                      |   |       |                       |  |   |           |  |  |   |        | 
|                                                 |  | $                 | 93,919 |  |                      | $ | 2,428 |                       |  | $ | 88        |  |  | $ | 96,259 | 
|                                                 |  |                   |        |  |                      |   |       |                       |  |   |           |  |  |   |        | 



- 14 -



---

##### Table of Contents



NEW CENTURY
BANCORP, INC.

Notes to Consolidated Financial Statements (Unaudited)



NOTE F - INVESTMENT SECURITIES (continued)

As of December 31, 2009, accumulated other comprehensive income, net of deferred income taxes, included unrealized net gains of $2.3
million, net of deferred income taxes of $0.9 million.

The following tables show gross unrealized losses and fair value, aggregated by
investment category and length of time that the individual securities have been in a continuous unrealized loss position, at September 30, 2010 and December 31, 2009.



|                                                  |  |                     |        |  |                   |   |    |           |  |   |                  |  |  |           |   |  |                  |   |        |  |  |   |    | 
|------------------------------------------------- |  | ------------------- | ------ |  | ----------------- | - | -- | --------- |  | - | ---------------- |  |  | --------- | - |  | ---------------- | - | ------ |  |  | - | -- | 
|                                                  |  | September 30, 2010  |       
|                                                  |  | Less Than 12 Months |        |  | 12 Months or More |   |    | Total     | 
|                                                  |  | Fairvalue           |        |  | Unrealizedlosses  |   |    | Fairvalue |  |   | Unrealizedlosses |  |  | Fairvalue |   |  | Unrealizedlosses |  
|                                                  |  | (In thousands)      |       
|Securities available for sale:                    |  |                     |        |  |                   |   |    |           |  |   |                  |  |  |           |   |  |                  |   |        |  |  |   |    | 
|U.S. agency sponsored mortgage- backed securities |  | $                   | 5,230  |  |                   | $ | 13 |           |  | $ |                 |  |  | $         |  |  |                  | $ | 5,230  |  |  | $ | 13 | 
|                                                  |  |                     |        |  |                   |   |    |           |  |   |                  |  |  |           |   |  |                  |   |        |  |  |   |    | 
|                                                  |  |                     |        |  |                   |  
|Total temporarily impaired securities             |  | $                   | 5,230  |  |                   | $ | 13 |           |  | $ |                 |  |  | $         |  |  |                  | $ | 5,230  |  |  | $ | 13 | 
|                                                  |  |                     |        |  |                   |   |    |           |  |   |                  |  |  |           |   |  |                  |   |        |  |  |   |    | 
|                                                  | 
|                                                  |  | December 31, 2009   |       
|                                                  |  | Less Than 12 Months |        |  | 12 Months or More |   |    | Total     | 
|                                                  |  | Fairvalue           |        |  | Unrealizedlosses  |   |    | Fairvalue |  |   | Unrealizedlosses |  |  | Fairvalue |   |  | Unrealizedlosses |  
|                                                  |  | (In thousands)      |       
|Securities available for sale:                    |  |                     |        |  |                   |   |    |           |  |   |                  |  |  |           |   |  |                  |   |        |  |  |   |    | 
|U.S. government agencies                          |  | $                   | 10,884 |  |                   | $ | 70 |           |  | $ |                 |  |  | $         |  |  |                  | $ | 10,884 |  |  | $ | 70 | 
|Municipal bonds                                   |  |                     | 1,630  |  |                   |   | 18 |           |  |   |                 |  |  |           |  |  |                  |   | 1,630  |  |  |   | 18 | 
|                                                  |  |                     |        |  |                   |   |    |           |  |   |                  |  |  |           |   |  |                  |   |        |  |  |   |    | 
|                                                  |  |                     |        |  |                   |  
|Total temporarily impaired securities             |  | $                   | 12,514 |  |                   | $ | 88 |           |  | $ |                 |  |  | $         |  |  |                  | $ | 12,514 |  |  | $ | 88 | 
|                                                  |  |                     |        |  |                   |   |    |           |  |   |                  |  |  |           |   |  |                  |   |        |  |  |   |    | 

Declines in the fair value of available for sale securities that are deemed to be other than temporarily impaired
(OTTI) are reflected in earnings as realized losses. In estimating OTTI losses, management considers, among other things: the length of time and the extent to which the fair value has been below cost, the financial condition and near
term prospects of the issuer, and the intent and ability of the Company to retain its investment in the issuer for a period of time sufficient to allow for any anticipated recovery of unrealized loss.



- 15 -



---

##### Table of Contents



NEW CENTURY
BANCORP, INC.

Notes to Consolidated Financial Statements (Unaudited)



NOTE G - FAIR VALUE OF FINANCIAL INSTRUMENTS

The following table presents the carrying values and estimated fair values of the Companys financial instruments at
September 30, 2010 and December 31, 2009:



|                                         |  |                |         |  |                     |   |         | 
|---------------------------------------- |  | -------------- | ------- |  | ------------------- | - | ------- | 
|                                         |  | CarryingAmount |         |  | EstimatedFair Value |  
|                                         |  | (In thousands) |        
|As of September 30, 2010                 |  |                |         |  |                     |   |         | 
|Financial assets:                        |  |                |         |  |                     |   |         | 
|Cash and due from banks                  |  | $              | 10,662  |  |                     | $ | 10,662  | 
|Interest-earning deposits in other banks |  |                | 33,893  |  |                     |   | 33,893  | 
|Federal funds sold                       |  |                | 15,537  |  |                     |   | 15,537  | 
|Investment securities available for sale |  |                | 82,670  |  |                     |   | 82,670  | 
|Loans, net                               |  |                | 459,795 |  |                     |   | 457,496 | 
|Accrued interest receivable              |  |                | 2,673   |  |                     |   | 2,673   | 
|Bank owned life insurance                |  |                | 7,661   |  |                     |   | 7,661   | 
|                                         |  |               
|Financial liabilities:                   |  |                |         |  |                     |   |         | 
|Deposits                                 |  | $              | 548,866 |  |                     | $ | 554,354 | 
|Short term debt                          |  |                | 24,540  |  |                     |   | 24,540  | 
|Long term debt                           |  |                | 16,372  |  |                     |   | 12,182  | 
|Accrued interest payable                 |  |                | 388     |  |                     |   | 388     | 
|                                         |  |               
|As of December 31, 2009                  |  |                |         |  |                     |   |         | 
|Financial assets:                        |  |                |         |  |                     |   |         | 
|Cash and due from banks                  |  | $              | 9,612   |  |                     | $ | 9,612   | 
|Interest-earning deposits in other banks |  |                | 12,647  |  |                     |   | 12,647  | 
|Federal funds sold                       |  |                | 6,676   |  |                     |   | 6,676   | 
|Investment securities available for sale |  |                | 96,259  |  |                     |   | 96,259  | 
|Loans, net                               |  |                | 470,817 |  |                     |   | 468,668 | 
|Accrued interest receivable              |  |                | 2,590   |  |                     |   | 2,590   | 
|Bank owned life insurance                |  |                | 7,465   |  |                     |   | 7,465   | 
|                                         |  |               
|Financial liabilities:                   |  |                |         |  |                     |   |         | 
|Deposits                                 |  | $              | 540,262 |  |                     | $ | 545,985 | 
|Short term debt                          |  |                | 20,564  |  |                     |   | 20,564  | 
|Long term debt                           |  |                | 12,372  |  |                     |   | 7,820   | 
|Accrued interest payable                 |  |                | 349     |  |                     |   | 349     | 



- 16 -



---

##### Table of Contents



NEW CENTURY
BANCORP, INC.

Notes to Consolidated Financial Statements (Unaudited)



NOTE G - FAIR VALUE OF FINANCIAL INSTRUMENTS(continued)

Cash and Due from Banks, Interest-Earning Deposits in Other Banks and Federal Funds Sold

The carrying amounts for cash and due from banks, interest-earning deposits in other banks and federal funds sold approximate fair
value because of the short maturities of those instruments.

Investment Securities Available for Sale

Fair value for investment securities available for sale as discussed in Note E equals quoted market price if such information is available. If a quoted
market price is not available, fair value is estimated using quoted market prices for similar securities.

Loans

For certain homogenous categories of loans, such as residential mortgages, fair value is estimated using the quoted market prices for securities backed by
similar loans, adjusted for differences in loan characteristics. The fair value of other types of loans is estimated by discounting the future cash flows using the current rates at which similar loans would be made to borrowers with similar credit
ratings and for the same remaining maturities. However, the values likely do not represent exit prices due to distressed market conditions. Therefore, incremental market risks and liquidity discounts were subtracted to reflect illiquid and
distressed conditions at September 30, 2010 and December 31, 2009.

Bank Owned Life Insurance

The carrying value of life insurance approximates fair value because this investment is carried at cash surrender value, as determined by the insurer.

Deposits

The fair
value of demand deposits is the amount payable on demand at the reporting date. The fair values of time deposits are estimated using the rates currently offered for instruments of similar remaining maturities. Fair value does not include an
adjustment for the core deposit intangible.

Short Term Debt

The fair values of short term debt (sweep accounts that re-price weekly) and FHLB advances are based on discounting expected cash flows at the interest rate for debt with the same or similar remaining
maturities and collateral requirements.

Long Term Debt

The fair values of long term debt are based on discounting expected cash flows at the interest rate for debt with the same or similar remaining maturities and collateral requirements.



- 17 -



---

##### Table of Contents



NEW CENTURY
BANCORP, INC.

Notes to Consolidated Financial Statements (Unaudited)



NOTE G - FAIR VALUE OF FINANCIAL INSTRUMENTS(continued)

Accrued Interest Receivable and Accrued Interest Payable

The carrying amounts of accrued interest receivable and payable approximate fair value, because of the short maturities of these instruments.

Financial Instruments with Off-Balance Sheet Risk

With regard to financial instruments with off-balance sheet risk, it is not practicable to estimate the fair value of future financing commitments.

NOTE H  ALLEGED BORROWER LOAN FRAUD

During the third quarter of 2010, the Bank discovered an alleged borrower fraud in connection with one of the Banks largest loan relationships. The
apparent fraud included multiple loans to the same borrower and related entities and was committed over a period of years.

In September 2010,
$10.8 million in loans were charged-off pertaining to this alleged fraud. The Bank is committed to employing every legal remedy available to recover losses arising from this alleged fraud. Through the end of October 2010, $365,000 of losses were
recovered on these loans. Additionally, $110,000 in legal and investigative fees have been incurred through September 2010 to determine the extent of the fraud, the potential for any additional losses or recoveries. Any additional future losses,
recoveries or expenses related to resolving this alleged fraud are not able to be currently estimated.



- 18 -



---

##### Table of Contents



Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations

Managements discussion and analysis is intended to assist readers in the understanding and evaluation of the financial condition and results of
operations of New Century Bancorp, Inc. (the Company). This report contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 relating to, without limitation, our future
economic performance, plans and objectives for future operations, and projections of revenues and other financial items that are based on our beliefs, as well as assumptions made by and information currently available to us. The words
may, will, anticipate, should, would, believe, contemplate, could, project, predict, expect, estimate,
continue, and intend, as well as other similar words and expressions of the future, are intended to identify forward-looking statements. Our actual results, performance or achievements may differ materially from the results
expressed or implied by our forward-looking statements. Factors that could influence actual results, performance or achievements include changes in national, regional and local market conditions, legislative and regulatory conditions, and the
interest rate environment.

Overview

The Company is a commercial bank holding company and has one banking subsidiary, New Century Bank (referred to as the Bank) and one unconsolidated subsidiary, New Century Statutory Trust I,
which issued trust preferred securities to provide additional capital for general corporate purposes, including investment in the Bank. The Companys only business activity is the ownership of the Bank and New Century Statutory Trust I. This
discussion focuses primarily on the financial condition and operating results of the Bank.

The Banks lending activities are oriented to
the consumer/retail customer as well as to the small-to medium-sized businesses located primarily in the North Carolina counties of Harnett, Hoke, Cumberland, Pitt, Robeson, Sampson, and Wayne. The Bank also serves adjacent counties to its primary
market area. The Bank offers the standard complement of commercial, consumer, and mortgage lending products, as well as the ability to structure products to fit specialized needs. The deposit services offered by the Bank include small business and
personal checking, savings accounts and certificates of deposit. Deposit services are not offered in Pitt County. The Bank concentrates on customer relationships in building its customer deposit base and competes aggressively in the area of
transaction accounts.

Comparison of Financial Condition at

September 30, 2010 and December 31, 2009

During the first nine months of 2010, total assets grew by $12.8 million to $643.2 million as of September 30, 2010. Earning assets at September 30, 2010 totaled $594.4 million and consisted of
$459.8 million in net loans, $82.7 million in investment securities, $49.4 million in overnight investments and interest-bearing deposits in other banks and $2.5 million in non-marketable equity securities. Total deposits and shareholders
equity at the end of the third quarter of 2010 were $548.9 million and $49.9 million, respectively.

Since the end of 2009, gross loans have
decreased by $13.3 million to $467.9 million as of September 30, 2010. Gross loans consisted of $62.1 million in commercial and industrial loans, $199.0 million in commercial real estate loans, $27.6 million in multi-family residential loans,
$10.1 million in consumer loans, $101.7 million in residential real estate, and $67.4 million in construction loans.

At September 30,
2010, the Company held $15.5 million in federal funds sold, an increase of $8.9 million from December 31, 2009. Interest-earning deposits in other banks were $33.9 million at September 30, 2010, a $21.2 million increase from
December 31, 2009. The Companys investment securities at September 30, 2010 were $82.7 million, a decrease of $13.6 million from December 31, 2009. The investment portfolio as of September 30, 2010 consisted of $43.0
million in government



- 19 -



---

##### Table of Contents

agency debt securities, $30.0 million in mortgage-backed securities and $7.2 million in municipal securities. The unrealized gain on these securities was $2.5 million.

The Company also holds at September 30, 2010 an investment of $1.4 million in the form of Federal Home Loan Bank stock and $1.1 million in other
non-marketable marketable securities compared to $1.1 million in Federal home Loan Bank Stock and $1.0 million in other non-marketable marketable securities at December 31, 2009.

At September 30, 2010, non-earning assets were $48.8 million, which reflects an increase of $6.9 million from the $41.9 million as of December 31, 2009. Non-earning assets as of
September 30, 2010 included $10.7 million in cash and due from banks, bank premises and equipment of $12.9 million, core deposit intangible of $0.7 million, accrued interest receivable of $2.7 million, foreclosed real estate of $3.8 million,
$4.3 million in income taxes receivable and other assets totaling $6.0 million. Also, the Company has an investment in bank owned life insurance of $7.7 million at September 30, 2010, which increased $196,000 from December 31, 2009 due to
an increase in cash surrender value. Since the income on this investment is included in non-interest income instead of interest income, the asset is not included in the Companys calculation of earning assets.

Total deposits at September 30, 2010 were $548.9 million and consisted of $73.9 million in non-interest-bearing demand deposits, $99.4 million in
money market and NOW accounts, $24.5 million in savings accounts, and $351.1 million in time deposits. Total deposits grew by $8.6 million from $540.2 million as of December 31, 2009. The Bank had $4.0 million in brokered deposits as of
September 30, 2010.

As of September 30, 2010, the Company had $24.5 million in short-term debt and $16.4 million in long-term debt.
Short-term debt consisted of $20.5 million of repurchase agreements with local customers and $4.0 million of FHLB advances. Long-term debt consisted of $12.4 million of junior subordinated debentures that were issued to New Century Statutory Trust I
in September 2004 and $4.0 million in FHLB advances. The proceeds of the junior subordinated debentures have provided capital for the expansion of the Bank.

Total shareholders equity at September 30, 2010 was $49.9 million, a decrease of $4.5 million from $54.4 million as of December 31, 2009. Other comprehensive income relating to available
for sale securities increased $130,000 to $1.6 million for the quarter ended September 30, 2010. Other changes in shareholders equity included $100,000 in stock-based compensation and $348,000 in options exercised, and a net loss of $5.1
million for the nine months ending September 30, 2010.

Past Due Loans, Nonperforming Assets, and Asset Quality

Management continues to take necessary actions to identify problem loans and maintain proper internal controls in the lending and credit administration
areas. These actions include conducting ongoing loan risk rating reviews; addressing problem loans while enhancing the credit administration process; improving loan documentation, ongoing lender training, enhanced collection efforts, and ongoing
updating of policies and procedures.

At September 30, 2010, the Company had nearly $5.6 million in loans that were 30-89 days past due.
This represented 1.19% of gross loans outstanding on that date. This is an increase from December 31, 2009 when there were $2.0 million in loans that were 30-89 days past due, or 0.41% of gross loans outstanding. The increase in past dues is
spread throughout each category of the loan portfolio and is due primarily to the continued weakening of economic conditions both locally and nationally. Non-accrual loans decreased by $6.3 million during the first nine months of 2010 to $9.7
million as of September 30, 2010. Since December 31, 2009, the Company had net charge-offs totaling $16.6 million. Of this total, $10.8 million pertained to an alleged fraudulent loan relationship that was not included in non-accrual loans
as of December 31, 2009. The remaining $5.8 million in charge-offs contributed to the reduction in the level of nonperforming loans during the first nine months of 2009.



- 20 -



---

##### Table of Contents



The percentage of non-performing loans
(non-accrual loans and loans that were 90 days or more past due but still in accruing status) to total loans decreased 125 basis points from 3.32% at December 31, 2009 to 2.07% at September 30, 2010. The Company had no loans that were
considered troubled debt restructured loans during the first nine months of 2010.

As of September 30, 2010, there were $9.7 million of
loans that were considered to be impaired. Of this amount, $1.9 million required a specific reserve of $475,000. The other $7.8 million of impaired loans that did not require a specific reserve had collateral values that exceeded the Companys
recorded investment. During the third quarter, management felt it was prudent to charge off $3.5 million in reserves that were held at June 30, 2010 on $4.2 million of collateral dependent impaired loans and, as a result, these loans have been
charged down to the point where no reserves are considered necessary at September 30, 2010. The large increase in charge offs during the third quarter caused an increase in the Companys historical charge-off ratios and, correspondingly,
general reserves on the performing loan portfolio. The reserves on the performing loan portfolio were $7.6 million or 1.66% of the performing loan portfolio at September 31, 2010, compared to $6.2 million or 1.31% of the performing loan
portfolio at June 30, 2010.

At December 31, 2009, $16.5 million in loans were classified as impaired of which $9.7 million required
a specific reserve of $4.2 million. Impaired loans as of year-end consisted of $16.0 million in non-accrual loans and $500,000 in other loans that management had classified as impaired for other reasons.

The allowance for loan losses was $8.1 million at September 30, 2010 or 1.73% of gross loans outstanding. This is a decrease of 42 basis points from
the 2.15% of gross loans at December 31, 2009. This decrease in the allowance for the first nine months of 2010 resulted from net charge-offs of $16.7 million, partially offset by provisions for loan losses of $14.4 million. The net charge-offs
reduced the specific reserves on impaired loan while increasing our historical loss ratios which significantly increased the general reserves on the performing loan portfolio.

Total non-performing assets, which include non-accrual loans and foreclosed real estate, were $13.5 million and $18.6 million at September 30, 2010 and December 31, 2009, respectively. It is
managements assessment that the allowance for loan losses as of September 30, 2010 is appropriate in light of the risk inherent within the Companys loan portfolio. No assurances, however, can be made that further adjustments to the
allowance for loan losses may not be deemed necessary.

It is managements assessment that the allowance for loan losses as of
September 30, 2010 is appropriate in light of the risk inherent within the Companys loan portfolio. No assurances, however, can be made that further adjustments to the allowance for loan losses may not be deemed necessary.

Besides monitoring nonperforming loans and past due loans, management also monitors trends in the loan portfolio that may indicate more than normal risk.
A discussion of other risk factors follows. Some loans or groups of loans may contain one or more of these individual loan risk factors. Therefore, an accumulation of the amounts or percentages of the individual loan risk factors may not necessarily
be an indication of the cumulative risk in the total loan portfolio.



- 21 -



---

##### Table of Contents



Acquisition, Development, and
Construction Loans

The Company originates construction loans for the purpose of acquisition, development, and construction
(ADC) of both residential and commercial properties.

ADC Loans

As of September 30, 2010

(dollars are in thousands)



|                          |  |              |        |   |                          |   |        |       |  |   |        |  
|------------------------- |  | ------------ | ------ | - | ------------------------ | - | ------ | ----- |  | - | ------ | -
|                          |  | Construction |        |   | Land and LandDevelopment |   |        | Total | 
|                          |  |              |       
|Total ADC loans           |  | $            | 46,866 |   |                          | $ | 20,465 |       |  | $ | 67,331 |  
|                          |  |              |       
|Average Loan Size         |  | $            | 132    |   |                          | $ | 310    |       |  |   |        |  
|                          |  |              |       
|Percentage of total loans |  |              | 10.02  | % |                          |   | 4.37   | %     |  |   | 14.39  | %
|                          |  |              |       
|Non-accrual loans         |  | $            | 952    |   |                          | $ | 428    |       |  | $ | 1,380  |  

At September 30, 2010 the ADC
portfolio consisted of $46.9 million in construction loans and $20.4 million in land and land development loans. The average loan size is less than $200,000 for construction loans and less than $350,000 for land and land development loans. Total ADC
loans represent 14.39% or $67.3 million of the total loan portfolio. $1.4 million of the ADC portfolio are in non-accrual status. This represents 2.05% of all ADC loans. Management closely monitors the ADC portfolio as to collateral value, funding
based on project completeness, and the performance of similar loans in the Companys market area.

Included in ADC loans and residential
real estate loans were loans that exceeded regulatory loan to value (LTV) guidelines. The Company had $9.0 million at September 30, 2010 and $10.8 million at December 31, 2009 in non 1-4 family residential loans that exceeded
the regulatory LTV limits; and $14.0 million at September 30, 2010 and $17.2 million at December 31, 2009 of 1-4 family residential loans that exceeded the regulatory LTV limits. The total amount of these loans represented 36.0% and 40.7%
of total risk based capital as of September 30, 2010 and December 31, 2009, which is less than the 100% maximum allowed. These loans may pose greater than ordinary risk to the Company if the real estate market continues to weaken in terms
of both market activity and collateral valuations.

ADC Loans

As of December 31, 2009

(dollars are in thousands)



|                          |  |              |        |   |                          |   |        |       |  |   |        |  
|------------------------- |  | ------------ | ------ | - | ------------------------ | - | ------ | ----- |  | - | ------ | -
|                          |  | Construction |        |   | Land and LandDevelopment |   |        | Total | 
|                          |  |              |       
|Total ADC loans           |  | $            | 46,296 |   |                          | $ | 24,440 |       |  | $ | 70,736 |  
|                          |  |              |       
|Average Loan Size         |  | $            | 183    |   |                          | $ | 298    |       |  |   |        |  
|                          |  |              |       
|Percentage of total loans |  |              | 9.62   | % |                          |   | 5.08   | %     |  |   | 14.70  | %
|                          |  |              |       
|Non-accrual loans         |  | $            | 1,370  |   |                          | $ | 677    |       |  | $ | 2,047  |  



- 22 -



---

##### Table of Contents



At December 31, 2009 the ADC
portfolio consisted of $46.3 million in construction loans and $24.4 million in land and land development loans. The average loan size was less than $200,000 for construction loans and $300,000 for land and land development loans. At
December 31, 2009, total ADC loans represented 14.70% or $70.7 million of the total loan portfolio. $2.0 million of the ADC portfolio at that time was in non-accrual status as of year-end. This represented 2.89% of all ADC loans.

Other Lending Risk Factors

Interest
Only Payments  Another potential source of risk that exists in the total loan portfolio pertains to loans with interest only payment terms. At September 30, 2010 and December 31, 2009, the Company had $135.3 million and $157.2
million, respectively, in loans that had terms permitting interest only payments. At September 30, 2010, $10.6 million of the decrease in loans within this risk category from the levels at December 31, 2009 was the result of the third
quarter charge-off by the Company due to alleged borrower fraud in connection with one of the Banks largest loan relationships. This represented 28.9% and 32.7% of the total loan portfolio at September 30, 2010 and December 31, 2009,
respectively. Recognizing the risk inherent with interest only loans, it is customary and general industry practice that loans in the ADC portfolio are interest only payments during the acquisition, development, and construction phases of such
projects.

Large Dollar Concentrations - Concentrations of high dollar loans or large customer relationships may pose additional risk
in the total loan portfolio. The Companys ten largest loans or lines of credit concentrations totaled $48.2 million or 10.3% of total loans at September 30, 2010 compared to $40.6 million or 8.5% of total loans at December 31, 2009.
The Companys ten largest customer loan relationships totaled $65.4 million or 14.0% of total loans at September 30, 2010 compared to $78.2 million or 16.2% of total loans at December 31, 2009. At September 30, 2010, $10.8
million of the decrease in this risk category from the levels at December 31, 2009 pertain to the third quarter 2010 charge-off of multiple loans made to the Companys largest customer loan relationship due to an alleged fraud.
Deterioration or loss in any one or more of these high dollar loan or customer concentrations has and could continue to have an immediate, material adverse impact on the capital position and results of operations for the Company.

Business Sector Concentrations - Loan concentrations in certain business sectors impacted by lower than normal retail sales, higher unemployment,
and lower charitable contribution levels may also pose additional risk to the Companys capital position and results of operations. The Company has established internally a Commercial Real Estate benchmark of 40% of Risk-Based Capital for any
single product line. At September 30, 2010 the Company had two product type groups which exceeded this guideline: 1-4 Family Rental and Office Buildings. The 1-4 Family Rental group represented 44% of Risk-Based Capital or $28.4 million. The
Office Building group represented 48% of Risk-Based Capital or $30.6 million. At December 31, 2009 the Company had one product type group which exceeded this guideline: 1-4 Family Rental. At December 31, 2009, the 1-4 Family Rental group
represented 44% of Risk-Based Capital or $29.9 million and Office Buildings were just below the benchmark at 39% of Risk-Based Capital or $26.7 million. All other Commercial Real Estate groups were well under the 40% threshold.

Geographic Concentrations - Certain risks exist arising from geographic location of specific types of higher than normal risk real estate loans.
Below is a table showing geographic concentrations for ADC and home equity lines of credit (HELOC) loans.



|                         |  |           |        |  |         |  |       |       |  |   |         |  |  |  |       |  
|------------------------ |  | --------- | ------ |  | ------- |  | ----- | ----- |  | - | ------- |  |  |  | ----- | -
|As of September 30, 2010 |  | ADC Loans |        |  | Percent |  |       | HELOC |  |   | Percent | 
|Harnett County           |  | $         | 6,886  |  |         |  | 10.2  | %     |  | $ | 7,546   |  |  |  | 19.4  | %
|Cumberland County        |  |           | 21,630 |  |         |  | 32.1  | %     |  |   | 5,049   |  |  |  | 12.9  | %
|All other locations      |  |           | 38,815 |  |         |  | 57.7  | %     |  |   | 26,372  |  |  |  | 67.7  | %
|                         |  |           |        |  |         |  |       |       |  |   |         |  |  |  |       |  
|                         |  |           |        | 
|Total                    |  | $         | 67,331 |  |         |  | 100.0 | %     |  | $ | 38,967  |  |  |  | 100.0 | %
|                         |  |           |        |  |         |  |       |       |  |   |         |  |  |  |       |  



- 23 -



---

##### Table of Contents



|                        |  |           |        |  |         |  |       |       |  |   |         |  |  |  |       |  
|----------------------- |  | --------- | ------ |  | ------- |  | ----- | ----- |  | - | ------- |  |  |  | ----- | -
|As of December 31, 2009 |  | ADC Loans |        |  | Percent |  |       | HELOC |  |   | Percent | 
|Harnett County          |  | $         | 7,942  |  |         |  | 11.2  | %     |  | $ | 7,947   |  |  |  | 20.7  | %
|Cumberland County       |  |           | 27,162 |  |         |  | 38.3  | %     |  |   | 6,303   |  |  |  | 17.1  | %
|All other locations     |  |           | 35,632 |  |         |  | 50.5  | %     |  |   | 24,232  |  |  |  | 62.2  | %
|                        |  |           |        |  |         |  |       |       |  |   |         |  |  |  |       |  
|                        |  |           |        | 
|Total                   |  | $         | 70,736 |  |         |  | 100.0 | %     |  | $ | 38,482  |  |  |  | 100.0 | %
|                        |  |           |        |  |         |  |       |       |  |   |         |  |  |  |       |  

The following is a roll forward of the Companys allowance for loan losses as of September 30, 2010 and 2009:



|                                                 |  |                                 |         |   |                                |   |        |      |  |   |         |   |  |   |        |  
|------------------------------------------------ |  | ------------------------------- | ------- | - | ------------------------------ | - | ------ | ---- |  | - | ------- | - |  | - | ------ | -
|                                                 |  | Three Months EndedSeptember 30, |         |   | Nine Months EndedSeptember 30, |  
|                                                 |  | 2010                            |         |   | 2009                           |   |        | 2010 |  |   | 2009    |  
|                                                 |  | (Amounts in thousands)          |        
|Allowance for loan losses at beginning of period |  | $                               | 10,006  |   |                                | $ | 8,519  |      |  | $ | 10,359  |   |  | $ | 8,860  |  
|Provision for loan losses                        |  |                                 | 12,457  |   |                                |   | 2,377  |      |  |   | 14,366  |   |  |   | 4,477  |  
|Charge-offs                                      |  |                                 | (15,053 | ) |                                |   | (771   | )    |  |   | (18,026 | ) |  |   | (3,393 | )
|Recoveries                                       |  |                                 | 175     |   |                                |   | 192    |      |  |   | 1,382   |   |  |   | 373    |  
|Adjustments for loan participant share           |  |                                 | 496     |   |                                |   |       |      |  |   |        |   |  |   |       |  
|                                                 |  |                                 |         |   |                                |   |        |      |  |   |         |   |  |   |        |  
|Allowance for loan losses at end of period       |  | $                               | 8,081   |   |                                | $ | 10,317 |      |  | $ | 8,081   |   |  | $ | 10,317 |  
|                                                 |  |                                 |         |   |                                |   |        |      |  |   |         |   |  |   |        |  

Comparison of Results of Operations for the

Three months ended September 30, 2010 and 2009

General. During the third quarter of 2010, the Company had a net loss of $6.6 million as compared with a net loss of $369,000 for the same quarter in 2009. Net loss per share for the quarter was
$.96 per share, basic and diluted, compared with a net loss per share of $.05 per share, basic and diluted, for the third quarter of 2009. Third quarter 2010 results were impacted by a higher provision for loan losses of $12.5 million, compared to
$2.4 million for the same period in 2009. The higher loan loss provision was a result of the $10.8 million charge-off of a large loan relationship due to an alleged fraud by the borrower. The Company also experienced an increase in net interest
margin of 47 basis points to 3.87% for the period ending September 30, 2010 compared to the same period in 2009.

Net Interest
Income. Net interest income increased by $936,000 to nearly $6.0 million for the third quarter of 2010. The Companys total interest income was affected by growth in interest-earning assets partially offset by a reduction in the yield on
those assets. Average total interest-earning assets were $614.7 million in the third quarter of 2010 compared with $589.9 million during the same period in 2009 and the yield on those assets decreased 9 basis points from 5.53% to 5.44%. Total
interest income reversed on loans transferred to non-accrual status for the three months ended September 30, 2010 and 2009 was $39,000 and $210,000, respectively, or 3 and 15 basis points on average interest-earning assets for the respective
periods mentioned.

The Companys average interest-bearing liabilities grew by $14.6 million to $522.2 million for the quarter ended
September 30, 2010 from $507.6 million for the same period one year earlier and the cost of those funds decreased from 2.48% to 1.85% or 63 basis points. During the third quarter of 2010, the Companys net interest margin was 3.87% and net
interest spread was 3.59%. For the quarter ended September 30, 2009, net interest margin was 3.40% and net interest spread was 3.05%



- 24 -



---

##### Table of Contents



Provision for Loan Losses.Provisions for loan losses are charged to income to bring the allowance for loan losses to a level deemed appropriate by management. In evaluating the allowance for loan losses, management considers factors that include growth, composition and
industry diversification of the portfolio, historical loan loss experience, current delinquency levels, adverse situations that may affect a borrowers ability to repay, estimated value of any underlying collateral, prevailing economic
conditions and other relevant factors. The Company recorded a $12.5 million provision for loan losses in the third quarter of 2010, representing an increase of $10.1 million from the $2.4 million provision made in the same period of 2009. The third
quarter of 2010 provision for loan losses was driven primarily by the $10.8 million charge-off previously mentioned. Additionally, the Company charged-off $5.9 million in loans of which approximately $4.2 million were identified in previous quarters
as impaired and had specific reserves of $3.5 million. The net charge-offs reduced the specific reserves on impaired loan while increasing our historical loss ratios which significantly increased the general reserves on the performing loan
portfolio.

Non-Interest Income. Non-interest income for the quarter ended September 30, 2010 was $648,000, a decrease of $164,000
from the third quarter of 2009. Service charges on deposit accounts decreased $177,000 to $370,000 for the quarter ended September 30, 2010 compared to $547,000 for the same period for 2009, primarily as a result of regulatory changes relating
to the assessment of fees on overdraft accounts. Mortgage fee income increased to $73,000 for the quarter ended September 30, 2010 compared to $49,000 the same period in 2009. Other non-deposit fees and income decreased by $11,000 to $205,000
for the quarter ended September 30, 2010.

Non-Interest Expenses. Non-interest expenses increased by $672,000 to $4.7 million for
the quarter ended September 30, 2010, from $4.1 million for the same period in 2009. The following are highlights of the significant differences in non-interest expenses during the third quarter of 2010 versus the third quarter of 2009:



| |  |  | Personnel expenses increased to $2.3 million for the quarter ended September 30, 2010 compared to $2.1 million for the same quarter in 2009.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | FDIC insurance expense was $241,000 for the quarter ended September 30, 2010 compared to $310,000 for the same quarter in 2009.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------



| |  |  | Professional fees increased $299,000 to $571,000 for the quarter ended September 30, 2010 compared to $272,000 for the quarter ended
September 30, 2009, primarily as a result of increases in loan related legal fees, additional costs pertaining to the development of an earnings enhancement and cost efficiency program, and investigative costs related to the alleged loan fraud.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Information systems expenses decreased by $30,000 to $356,000 for the quarter ending September 30, 2010 compared to the same period in 2009 as
post conversion cost efficiencies are beginning to be realized.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Other non-interest expenses increased by $142,000 to $755,000 for the quarter ended September 30, 2010 from $613,000 for the same period in 2009.
This was the result of an increase of $84,000 for expenses related to the managing of foreclosed real estate coupled with an increase in losses and write-downs of $94,000 on foreclosed real estate.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Provision for Income Taxes. The Companys effective tax benefit was 37.4% and 37.1% for the quarters ended September 30, 2010 and 2009,
respectively. See additional discussion and analysis of managements consideration of deferred tax asset valuation allowances under the caption Provision for Income Taxes within the comparison of results of operations for the nine
months ended September 30, 2010 and 2009 below.



- 25 -



---

##### Table of Contents



Comparison of
Results of Operations for the

Nine months ended September 30, 2010 and 2009

General. During the first three quarters of 2010, the Company had a net loss of $5.1 million compared with a net loss of $214,000 for the same
period in 2009. Net loss per share for the first three quarters of 2010 was $.74 per share, basic and diluted, compared with a net loss per share of $.03 per share, basic and diluted, for the same period in 2009. The first nine months of 2010
results were impacted by a higher provision for loan losses of $14.4 million, compared to $4.5 million for the same period in 2009, driven by the aforementioned $10.8 million charge-off. The Company experienced an increase in net interest margin of
69 basis points to 3.99% for the period ending September 30, 2010 as compared to the same period in 2009.

Net Interest Income.
Net interest income increased by $3.8 million to $18.0 million for the first three quarters of 2010. The Companys total interest income was affected by an increase in interest-earning assets, partially offset by a reduction in yield on those
assets. Average total interest-earning assets were $602.0 million in the first three quarters of 2010 compared with $574.0 million during the same period in 2009 and the yield on those assets decreased 8 basis points from 5.70% to 5.62%. Total
interest income reversed on loans transferred to non-accrual status for the nine months ended September 30, 2010 and 2009 was $234,000 and $244,000, respectively, or 7 and 9 basis points on average interest-earning assets for the respective
periods mentioned.

The Companys average interest-bearing liabilities grew by $16.7 million to $510.8 million for the three quarters
ended September 30, 2010 from $494.1 million for the same period one year earlier and the cost of those funds decreased from 2.79% to 1.92% or 87 basis points. During the first nine months of 2010, the Companys net interest margin was
3.99% and net interest spread was 3.70%. For the nine months ended September 30, 2009, net interest margin was 3.30% and net interest spread was 2.92%

Provision for Loan Losses.Provisions for loan losses are charged to income to bring the allowance for loan losses to a level deemed appropriate by management. In evaluating the allowance for loan
losses, management considers factors that include growth, composition and industry diversification of the portfolio, historical loan loss experience, current delinquency levels, adverse situations that may affect a borrowers ability to repay,
estimated value of any underlying collateral, prevailing economic conditions and other relevant factors. The Company recorded a $14.4 million provision for loan losses in the first three quarters of 2010, representing an increase of $9.9 million
from the $4.5 million provision made in the same period of 2009. The provision for loan losses during the nine months ended September 30, 2010 was impacted by the continued downgrading of loans which replaced loans that were charged off or
transferred to foreclosed real estate, as well as an increase in historical charge-offs resulting from the large number of charge-offs during the 3rdquarter 2010 and the previously mentioned $10.8 million charge-off of the Companys largest loan concentration
due to an alleged fraud.

Non-Interest Income. Non-interest income for the nine months ended September 30, 2010 was $2.0 million,
a decrease of $474,000 from the first nine months of 2009. Service charges on deposit accounts declined $214,000 to $1.3 million for the three quarters ended September 30, 2010 as compared to $1.5 million for the same period for 2009, primarily
as a result of regulatory changes for assessing fees on overdraft accounts. Mortgage fee income declined by $128,000 to $154,000 for the nine months ended September 30, 2010, primarily as a result of the Companys third party provider for
the funding of mortgage loans going out of business in August of 2009. Other non-deposit fees and income decreased $132,000 to $574,000 for the nine months ended September 30, 2010 as compared to the same period in 2009 primarily as a result of
a $40,000 decrease in rental income on foreclosed real estate and a $22,000 write down of non-marketable securities.

Non-Interest
Expenses. Non-interest expenses increased by $1.3 million to $13.8 million for the nine months ended September 30, 2010, from $12.5 million for the same period in 2009. The following are



- 26 -



---

##### Table of Contents

highlights of the significant differences in non-interest expenses during the first nine months of 2009 versus the same period in 2010:



| |  |  | Personnel expenses increased to $7.0 million for the three quarters ended September 30, 2010 compared to $6.5 million for the same period in 2009.
The Company had 137 full-time equivalent employees at September 30, 2010 compared to 131 at September 30, 2009.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Deposit insurance costs were $710,000 for the three quarters ended September 30, 2010. Deposit insurance costs declined to $949,000 from the same
period in 2009 as result of the 2009 one time FDIC assessment.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Professional fees increased $689,000 to $1.5 million for the nine months ended September 30, 2010 compared to $765,000 for the nine months ended
September 30, 2009, primarily as a result of one-time training, education, and installation costs pertaining to the Companys core data processing system conversion, costs pertaining to the development of an earnings enhancement and cost
efficiencies program and increases in lending related legal fees including investigative fees pertaining to the alleged loan fraud.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Information systems expenses increased by $169,000 to $1.3 million for the three quarters ending September 30, 2010 as compared to the same period
in 2009 primarily as a result of the costs pertaining to the Companys core data processing system conversion.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Other non-interest expenses increased $277,000 to $2.2 million for the nine months ended September 30, 2010 from $1.9 million for the same period
in 2009 primarily as a result of an increase of $129,000 in expenses related to the foreclosure of real estate, an increase of $37,000 in advertising costs, and an increase of $62,000 in travel related costs primarily pertaining to the first quarter
2010 core processing system conversion.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Provision for Income Taxes. The Companys effective tax benefit was
38.54% and 50.0% for the nine months ended September 30, 2010 and 2009, respectively.

The Companys net deferred tax asset was
$4.5 million at September 30, 2010 and $2.3 million at December 31, 2009, respectively. In evaluating whether we will realize the full benefit of our net deferred tax asset, we consider both positive and negative evidence, including
among other things recent earnings trends and projected earnings, and asset quality, etc. As of September 30, 2010, management concluded that the net deferred tax assets were fully realizable. The Company will continue to monitor deferred tax
assets closely to evaluate whether we will be able to realize the full benefit of our net deferred tax asset and need for valuation allowance. Significant negative trends in credit quality, losses from operations, etc. could impact the realization
of the deferred tax asset in the future.

The Company has a history of earnings and no history of expiration of loss carry-forwards. We
believe our forecasted earnings provides positive evidence to support a conclusion that a valuation allowance is not needed. Management closely monitors the previous twelve quarters of income (loss) before income taxes in evaluating the need
for a deferred tax asset valuation allowance which is called the cumulative loss test. Excluding the goodwill impairment in 2009, as it is a loss of infrequent nature and is an aberration rather than a continuing condition, the Company passed the
cumulative loss test by $1.1 million as of December 31, 2009. As of September 30, 2010, the Company passed the cumulative loss test by $3.8 million excluding the one-time non-recurring charge-off pertaining to the alleged fraud
by a large relationship borrower and the previously discussed goodwill impaired charge. The Company feels confident that deferred tax assets are more likely than not to be realized. Although the Company had positive earnings in the first and second
quarters of 2010, a net loss was recorded for the third quarter. If this trend continues and negative evidence grows, valuation allowances may be necessary in the future.



- 27 -



---

##### Table of Contents



Liquidity

The Companys liquidity is a measure of its ability to fund loans, withdrawals and maturities of deposits, and other cash outflows in
a cost effective manner. The principal sources of liquidity are deposits, scheduled payments and prepayments of loan principal, maturities of investment securities, access to liquid deposits, and funds provided by operations. While scheduled loan
payments and maturing investments are relatively predictable sources of funds, deposit flows and loan prepayments are greatly influenced by general interest rates, economic conditions and competition. Liquid assets (consisting of cash and due from
banks, interest-earning deposits with other banks, federal funds sold and investment securities classified as available for sale) comprised 22.2% of total assets at September 30, 2010.

The Company has been a net seller of federal funds since its inception and strives to maintain a position of liquidity sufficient to fund future loan demand and to satisfy fluctuations in deposit levels.
Should the need arise, the Company would have the capability to sell securities classified as available for sale or to borrow funds as necessary. The Company has established, as of September 30, 2010, credit lines with other financial
institutions to purchase up to $44.0 million in federal funds. Also, as a member of the Federal Home Loan Bank of Atlanta (FHLB), the Company may obtain advances of up to 10% of total assets, subject to available collateral. A floating lien of $23.8
million of qualifying loans is pledged to the FHLB to secure borrowings. At September 30, 2010, the Company had $8.0 million outstanding in FHLB advances. Another source of short-term borrowings is securities sold under agreements to
repurchase. At September 30, 2010, total borrowings consisted of securities sold under agreements to repurchase of $20.5 million and junior subordinated debentures of $12.4 million. In addition, the Company has $3.0 million of securities
pledged to the Federal Reserve to be able to access the discount window.

Total deposits were $548.9 million at September 30, 2010. Time
deposits, which are the only deposit accounts that have stated maturity dates, are generally considered to be rate sensitive. Time deposits represented 64.0% of total deposits at September 30, 2010. Time deposits of $100,000 or more represented
31.8% of the Companys total deposits at September 30, 2010. At quarter end, the Company had $4.0 million in brokered demand deposits. Management believes most other time deposits are relationship-oriented. While the Bank will need to pay
competitive rates to retain these deposits at their maturities, there are other subjective factors that will determine their continued retention. Based upon prior experience, the Company anticipates that a substantial portion of outstanding
certificates of deposit will renew upon maturity.

Management believes that current sources of funds provide adequate liquidity for our
current cash flow needs. However, the Bank Holding Companys primary source of funds is dividends from its sole subsidiary, the Bank, and it is dependent on these dividends as a cash flow requirement to service debt obligations.

Capital Resources

A
significant measure of the strength of a financial institution is its capital base. Federal regulations have classified and defined capital into the following components: (1) Tier 1 capital, which includes common shareholders equity and
qualifying preferred equity, and (2) Tier 2 capital, which includes a portion of the allowance for loan losses, certain qualifying long-term debt and preferred stock which does not qualify as Tier 1 capital. Minimum capital levels are regulated
by risk-based capital adequacy guidelines, which require a financial institution to maintain capital as a percentage of its assets, and certain off-balance sheet items adjusted for predefined credit risk factors (risk-adjusted assets). A financial
institution is required to maintain, at a minimum, Tier 1 capital as a percentage of risk-adjusted assets of 4.0% and combined Tier 1 and Tier 2 capital as a percentage of risk-adjusted assets of 8.0%. In addition to the risk-based guidelines,
federal regulations require that we maintain a minimum leverage ratio (Tier 1 capital as a percentage of tangible assets) of 4.0%. The Companys equity to assets ratio was 7.76% at September 30, 2010.



- 28 -



---

##### Table of Contents



As the following table indicates, at
September 30, 2010, the Company and its bank subsidiary exceeded regulatory capital requirements.



|                                |  |             |       |   |                    |  |      |  
|------------------------------- |  | ----------- | ----- | - | ------------------ |  | ---- | -
|New Century Bancorp, Inc.       |  | ActualRatio |       |   | MinimumRequirement | 
|Total risk-based capital ratio  |  |             | 10.63 | % |                    |  | 8.00 | %
|Tier 1 risk-based capital ratio |  |             | 9.38  | % |                    |  | 4.00 | %
|Leverage ratio                  |  |             | 7.23  | % |                    |  | 4.00 | %



|                                |  |             |       |   |                    |  |      |                             |  |  |       |  
|------------------------------- |  | ----------- | ----- | - | ------------------ |  | ---- | --------------------------- |  |  | ----- | -
|New Century Bank                |  | ActualRatio |       |   | MinimumRequirement |  |      | Well-CapitalizedRequirement | 
|Total risk-based capital ratio  |  |             | 12.57 | % |                    |  | 8.00 | %                           |  |  | 10.00 | %
|Tier 1 risk-based capital ratio |  |             | 11.31 | % |                    |  | 4.00 | %                           |  |  | 6.00  | %
|Leverage ratio                  |  |             | 8.72  | % |                    |  | 4.00 | %                           |  |  | 5.00  | %

During 2004, the Company issued $12.4
million of junior subordinated debentures to a newly formed subsidiary, New Century Statutory Trust I, which in turn issued $12.0 million of trust preferred securities. The proceeds from the sale of the trust preferred securities provided additional
capital for general corporate purposes including investment in the Bank. Under the current applicable regulatory guidelines, all of the trust preferred securities qualify as Tier 1 capital as of September 30, 2010. Management expects that the
Company and the Bank will remain well-capitalized for regulatory purposes, although there can be no assurance that additional capital will not be required in the future.

Item 4. Controls and Procedures

Disclosure Controls and
Procedures.At the end of the period covered by this report, the Company carried out an evaluation, under the supervision and with the participation of the Companys management, including the Companys Chief Executive Officer and Chief
Financial Officer, of the effectiveness of the design and operation of the Companys disclosure controls and procedures pursuant to Securities Exchange Act Rule 13a-15.

Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that the Companys disclosure controls and procedures were effective (1) to provide reasonable
assurance that information required to be disclosed by the Company in the reports filed or submitted by it under the Securities Exchange Act was recorded, processed, summarized and reported within the time periods specified in the SECs rules
and forms, and (2) to provide reasonable assurance that information required to be disclosed by the Company in such reports is accumulated and communicated to the Companys management, including its Chief Executive Officer and Chief
Financial Officer, as appropriate to allow for timely decisions regarding required disclosure.

Changes in internal control over financial
reporting.Management of the Company has evaluated, with the participation of the Companys Chief Executive Officer and Chief Financial Officer, changes in the Companys internal controls over financial reporting (as defined in Rule
13a15(f) and 15d15(f) of the Exchange Act) during the third quarter of 2010. In connection with such evaluation, the Company has determined that there have been no changes in internal control over financial reporting during the third
quarter that have materially affected or are reasonably likely to materially affect, the Companys internal control over financial reporting.



- 29 -



---

##### Table of Contents



Part II.
OTHER INFORMATION

Item 6. Exhibits



|              |  |                                                                                                                
|------------- |  | ---------------------------------------------------------------------------------------------------------------
|ExhibitNumber |  | Description of Exhibit                                                                                         
|              | 
|31.1          |  | Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes Oxley Act (Filed herewith)
|              | 
|31.2          |  | Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes Oxley Act (Filed herewith)
|              | 
|32.1          |  | Certification of Principal Executive Officer Pursuant to Section 906 of the Sarbanes Oxley Act (Filed herewith)
|              | 
|32.2          |  | Certification of Principal Financial Officer Pursuant to Section 906 of the Sarbanes Oxley Act (Filed herewith)



- 30 -



---

##### Table of Contents



SIGNATURES

Under the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.



|                        |  |  |  |                           |  |                                                                                 
|----------------------- |  |  |  | ------------------------- |  | --------------------------------------------------------------------------------
|                        |  |  |  | NEW CENTURY BANCORP, INC.
|                        |  |  | 
|Date: November 15, 2010 |  |  |  | By:                       |  | /s/ William L. Hedgepeth II                                                     
|                        |  |  |  |                           |  | William L. Hedgepeth II                                                         
|                        |  |  |  |                           |  | President and Chief Executive Officer                                           
|                        |  |  | 
|Date: November 15, 2010 |  |  |  | By:                       |  | /s/ Lisa F. Campbell                                                            
|                        |  |  |  |                           |  | Lisa F. Campbell                                                                
|                        |  |  |  |                           |  | Executive Vice President and Chief Financial Officer and Chief Operating Officer



- 31 -



---

##### Table of Contents



Exhibit Index



|              |  |                                                                                                                
|------------- |  | ---------------------------------------------------------------------------------------------------------------
|ExhibitNumber |  | Description of Exhibit                                                                                         
|              | 
|31.1          |  | Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act (Filed herewith)
|              | 
|31.2          |  | Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act (Filed herewith)
|              | 
|32.1          |  | Certification of Principal Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act (Filed herewith)
|              | 
|32.2          |  | Certification of Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act (Filed herewith)



- 32 -