AGREEMENT


     THIS  AGREEMENT  entered into this 2nd day of January  2001, by and between
Cooperative Bank for Savings, Inc., SSB, (hereinafter referred to as the "Bank")
and Dickson B. Bridger. (hereinafter referred to as the "Employee").

     WHEREAS,  the Employee has  heretofore  been employed by the Bank as Senior
Vice-President, Mortgage Lending

     WHEREAS,  the Bank deems it to be in its best  interest  to enter into this
Agreement  as  additional  incentive to the Employee to continue as an executive
employee of the Bank; and

     WHEREAS,   the  parties   desire  by  this   writing  to  set  forth  their
understandings  as to their  respective  rights and  obligations in the event of
termination of Employee's  employment under the  circumstances set forth in this
Agreement.

     NOW, THEREFORE, it is AGREED as follows:

     1.  PAYMENT IN THE EVENT OF CHANGE IN CONTROL.

         (a)  In  the  event  of  the  involuntary   termination  of  Employee's
employment  with the Bank in  connection  with,  or within one year  after,  any
change in control  of the Bank,  Employee  shall be paid an amount  equal to one
times the total  cash  compensation  paid to such  Employee  during the 12 month
period preceding such termination, but in no event in an amount greater than the
product  of 2.99  and  the  Employee's  "base  amount"  as  defined  in  Section
280G(b)(3) of the Internal  Revenue Code of 1986, as amended.  Said sum shall be
paid in one lump sum  within  thirty  (30)  days of such  termination.  The term
"control"  shall refer to the ownership,  holding or power to vote more than 25%
of the Bank's  voting  stock,  the control of the  election of a majority of the
Bank's directors, or the exercise of a controlling influence over the management
or policies of the Bank by any person or by persons acting as a group within the
meaning of  Section  13(d) of the  Securities  Exchange  Act of 1934;  provided,
however,  that the term  "control"  shall not include a transaction in which the
Bank  forms a  holding  company  without  change  in the  respective  beneficial
ownership  interests of its stockholders  other than pursuant to the exercise of
any dissenter and appraisal  rights.  The term "person" means an individual or a
corporation,  partnership,  trust, association,  joint venture, pool, syndicate,
sole proprietorship, unincorporated organization or any other form of entity not
specifically listed herein.

         (b) In the event of a change in control of the Bank, and the occurrence
of certain  conditions  to which the Employee has not consented to in advance in
writing as hereinafter specified, or within thirty days thereafter, Employee may
voluntarily  terminate his employment and payments shall be made to the Employee
in accordance with Paragraph 1(a) above.  Said  conditions  shall be as follows:
(i) if Employee would be required to move his



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personal  residence or perform his  principal  executive  functions  outside the
metropolitan area of Wilmington,  North Carolina;  (ii) if in the organizational
structure  of the Bank the  Employee  would be required to report to a person or
persons  other than the  President;  (iii) if the Bank  should  fail to maintain
employee benefit plans at levels at least equal to those prevailing  immediately
prior  to the date of the  change  of  control;  (iv) if the  Employee  would be
assigned duties and  responsibilities  other than those normally associated with
his  position  as  Senior  Vice-President,  Mortgage  Lending;  or  (v)  if  the
Employee's responsibilities or authority have in anyway been diminished.

     2. TERM.  This Agreement shall remain in effect for so long as the Employee
remains in the employ of the Bank, and the  Employee's  rights  hereunder  shall
continue  following the termination of his employment with the Bank under any of
the circumstances described in Paragraphs 1(a) or (b) hereof.

     3. REIMBURSEMENT OF EXPENSES.  In the event any dispute shall arise between
the Employee and the Bank as to the terms or  interpretation  of this Agreement,
whether  instituted  by formal legal  proceedings  or  otherwise,  including any
action taken by the Employee to enforce the terms hereof or in defending against
any action  taken by the Bank,  the Bank shall  reimburse  the  Employee for all
costs and expenses,  including  reasonable  attorneys'  fees,  arising from such
dispute,  proceedings or actions,  if the ultimate  outcome is  substantially in
favor  of the  Employee.  Such  reimbursement  shall be paid  within  10 days of
Employee  furnishing  to the Bank  written  evidence,  which may be in the form,
among other  things,  of a canceled  check or receipt,  of any costs or expenses
incurred by the  Employee.  Any such request for  reimbursement  by the Employee
shall be made no more frequently than at 30 day intervals.

     4.  REGULATORY REQUIREMENTS.

         (a) The Board of Directors may terminate the  Employee's  employment at
any time, but any termination by the Board of Directors  other than  termination
for "Just Cause",  shall not prejudice the Employee's  right to  compensation or
other benefits under the Agreement.  The Employee shall have no right to receive
compensation  or other  benefits  for any  period  after  termination  for "Just
Cause".  Termination for "Just Cause" shall include  termination  because of the
Employee's personal  dishonesty,  incompetence,  willful  misconduct,  breach of
fiduciary duty involving personal profit,  intentional failure to perform stated
duties,  willful  violation of any law, rule or  regulation  (other than traffic
violations or similar  offenses) or final  cease-and-desist  order,  or material
breach of any provision of the contract.

         (b) If the Employee is suspended  and/or  temporarily  prohibited  from
participating  in the  conduct of the Bank's  affairs by a notice  served  under
Section  8(e)(3) or (8)(1) of the Federal  Deposit  Insurance  Act  ("FDIA") (12
U.S.C,.  1818(e)(3) and (g)(1)), the Bank's obligations under the contract shall
be  suspended  as  of  the  date  of  service,   unless  stayed  by  appropriate
proceedings.  If the  charges in the notice are  dismissed,  the Bank may in its
discretion (i) pay the Employee all or part of the  compensation  withheld while
its contract  obligations were suspended and (ii) reinstate in whole or in part)
any of its obligations which were suspended.


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         (c) If the  Employee  is removed  and/or  permanently  prohibited  from
participating  in the  conduct of the Bank's  affairs by an order  issued  under
Section 8(e)(4) or (g)(1) of the FDIA (12 U.S.C.  1818(e)(4) or (g)(1)), all the
obligations of the Bank under the Agreement  shall terminate as of the effective
date of the order,  but vested  rights of the  contracting  parties shall not be
affected.

         (d) If the Bank is in default  (as  defined  in Section  3(x)(1) of the
FDIA),  all  obligations  under this Agreement shall terminate as of the date of
default,  but this  subparagraph  shall  not  affect  any  vested  rights of the
contracting parties.

     5.  SUCCESSORS AND ASSIGNS.

         (a)  This  Agreement  shall be  binding  upon  any  corporate  or other
successor of the Bank which shall  acquire,  directly or  indirectly  by merger,
consolidation,  purchase or otherwise, all or substantially all of the assets of
the Bank.

         (b) The Employee  shall be precluded  from  assigning or delegating his
rights or duties  hereunder  without first  obtaining the written consent of the
Bank.

     6.  AMENDMENTS.  No  amendments  or  additions to this  Agreement  shall be
binding unless in writing and signed by both parties, except as herein otherwise
provided.

     7. APPLICABLE LAW. This Agreement shall be governed in all respects whether
as to validity, construction, capacity, performance or otherwise, by the laws of
the State of North  Carolina,  except to the extent  that  Federal  law shall be
deemed applicable.

     8. SEVERABILITY. The provisions of this Agreement shall be deemed severable
and the  invalidity or  unenforceability  of any provision  shall not affect the
validity or enforceability of the other provisions thereof.

     9.  NO GUARANTEE OF EMPLOYMENT.

Nothing  contained  herein,  either  expressed  or implied,  shall confer on the
Employee any guarantee or promise of continued  employment  with the Bank in any
capacity whatsoever, either prior to or following any change in control of Bank,
or otherwise.




<PAGE>

         IN WITNESS WHEREOF, the parties have executed this Agreement on the day
and year first hereinabove written.

                                 COOPERATIVE BANK FOR SAVINGS, INC., SSB


                                 By:  /s/ Frederick Willetts, III
                                      -----------------------------------------


ATTEST:

/s/ Linda B. Garland
--------------------


WITNESS:

/s/ Dare C. Rhodes                    /s/ Dickson B. Bridger
------------------                    ------------------------------------------
                                      Employee