EXHIBIT
      10(xxi)

     

    Crescent
      State Bank

    Endorsement
      Split Dollar Agreement

    


    This
      Endorsement Split Dollar Agreement
      (this
“Agreement”) is entered into as of this 24th day of October, 2007 by and between
      Crescent State Bank, a North Carolina-chartered commercial bank (the “Bank”),
      and Ray Vaughn, an executive of the Bank (the “Executive”). This Agreement shall
      append the Split Dollar Policy Endorsement entered into on even date herewith
      or
      as subsequently amended, by and between the aforementioned parties.

    


    Whereas,
      to
      encourage the Executive to remain an employee of the Bank, the Bank is willing
      to divide the death proceeds of a life insurance policy on the Executive’s life,
      and

    


    Whereas,
      the
      Bank will pay life insurance premiums from its general assets.

    


    Now
      Therefore,
      in
      consideration of the foregoing premises and other good and valuable
      consideration, the receipt and sufficiency of which are hereby acknowledged,
      the
      parties hereto agree as follows.

    


    Article
      1

    General
      Definitions

    


    Capitalized
      terms not otherwise defined in this Agreement are used herein as defined in
      the
      Salary Continuation Agreement dated as of the date of this Agreement between
      the
      Bank and the Executive. The following terms shall have the meanings
      specified.

    


    1.1 “Administrator”
means
      the administrator described in Article 7

    


    1.2 “Executive’s
      Interest”
means
      the benefit set forth in section 2.2

    


    1.3 “Insured”
means
      the Executive.

    


    1.4 “Insurer”
means
      each life insurance carrier for which there is a Split Dollar Policy Endorsement
      attached to this Agreement.

    


    1.5 “Net
      Death Proceeds”
means
      the total death proceeds of the Policy minus the cash surrender
      value.

    


    1.6 “Policy”
means
      the specific life insurance policy or policies issued by the
      Insurer.

    


    1.7 “Split
      Dollar Policy Endorsement”
means
      the form required by the Administrator or the Insurer to indicate the
      Executive’s interest, if any, in a Policy on the Executive’s life.

     

    Article
      2

    Policy
      Ownership/Interests

    


    2.1 Bank
      Ownership.
      The
      Bank is the sole owner of the Policy and shall have the right to exercise all
      incidents of ownership. The Bank shall be the beneficiary of the remaining
      death
      proceeds of the Policy after the Executive’s interest is paid according to
      section 2.2 below.

    


    2.2 Death
      Benefit.
      Provided the Executive’s death occurs before the Executive’s Separation from
      Service, at the Executive’s death the Executive’s beneficiary designated in
      accordance with the Split Dollar Policy Endorsement shall be entitled to an
      amount equal to the lesser of (x)
      100% of
      the Net Death Proceeds or (y)
      $500,000 (the “Executive’s Interest”). The Executive’s Interest shall be
      extinguished when the Executive’s Separation from Service occurs and the
      Executive’s beneficiary shall be entitled to no benefits under this Agreement
      for the Executive’s death occurring thereafter. The Executive shall have the
      right to designate the beneficiary of the Executive’s Interest.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    2.3 Option
      to Purchase.
      The
      Bank shall not sell, surrender, or transfer ownership of the Policy before
      the
      Executive’s Separation from Service without first giving the Executive or the
      Executive’s transferee the option to purchase the Policy for a period of 60
      days. The purchase price shall be an amount equal to the Policy cash surrender
      value. The option to purchase the Policy shall lapse if not exercised within
      60
      days after the date the Bank gives written notice of the Bank’s intention to
      sell, surrender, or transfer ownership of the Policy. This provision shall
      not
      impair the Bank’s right to terminate this Agreement.

    


    2.4 Comparable
      Coverage.
      The
      Bank shall maintain the Policy in full force and effect. The Bank may not amend,
      terminate, or otherwise abrogate the Executive’s interest in the Policy before
      the Executive’s Separation from Service unless the Bank replaces the Policy with
      a comparable insurance policy to cover the benefit provided under this Agreement
      and executes a new split dollar agreement and endorsement for the comparable
      insurance policy. The Policy or any comparable policy shall be subject to claims
      of the Bank’s creditors.

    


    2.5 Internal
      Revenue Code Section 1035 Exchanges.
      The
      Executive recognizes and agrees that the Bank may after this Agreement is
      adopted wish to exchange the Policy of life insurance on the Executive’s life
      for another contract of life insurance insuring the Executive’s life. Provided
      that the Policy is replaced or intended to be replaced with a comparable policy
      of life insurance, the Executive agrees to provide medical information and
      cooperate with medical insurance-related testing required by a prospective
      insurer for implementing the Policy or, if necessary, for modifying or updating
      to a comparable insurer.

    


    Article
      3

    Premiums

    


    3.1 Premium
      Payment.
      The
      Bank shall pay any premiums due on the Policy.

    


    3.2 Economic
      Benefit.
      The
      Administrator shall annually determine the economic benefit attributable to
      the
      Executive based on the life insurance premium factor for the Executive’s age
      multiplied by the aggregate death benefit payable to the Executive’s
      beneficiary. The “life insurance premium factor” is the minimum factor
      applicable under guidance published pursuant to Treasury Reg. section
      1.61-22(d)(3)(ii) or any subsequent authority.

    


    3.3 Imputed
      Income.
      The
      Bank shall impute the economic benefit to the Executive on an annual basis,
      by
      adding the economic benefit to the Executive’s W-2, or if applicable, Form
      1099.

    


    Article
      4

    Assignment

    


    The
      Executive may irrevocably assign without consideration all of the Executive’s
      interest in the Policy and in this Agreement to any person, entity, or trust
      established by the Executive or the Executive’s spouse. If the Executive
      transfers all of the Executive’s interest in the Policy, all of the Executive’s
      interest in the Policy and in the Agreement shall be vested in the Executive’s
      transferee, who shall be substituted as a party hereunder and the Executive
      shall have no further interest in this Agreement.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    Article
      5

    Insurer

    


    The
      Insurer shall be bound by the terms of the Policy only. Any payments the Insurer
      makes or actions it takes in accordance with the Policy shall fully discharge
      it
      from all claims, suits, and demands of all entities or persons. The Insurer
      shall not be bound by or be deemed to have notice of the provisions of this
      Agreement.

    


    Article
      6

    Claims
      and Review Procedures

    


    6.1 Claims
      Procedure.
      Any
      person or entity who has not received benefits under this Agreement that he
      or
      she believes should be paid (the “claimant”) shall make a claim for benefits as
      follows -

    


       6.1.1 Initiation
      - written claim.
      The
      claimant initiates a claim by submitting to the Administrator a written claim
      for the benefits. If the claim relates to the contents of a notice received
      by
      the claimant, the claim must be made within 60 days after the notice was
      received by the claimant. All other claims must be made within 180 days after
      the date of the event that caused the claim to arise. The claim must state
      with
      particularity the determination desired by the claimant.

    


       6.1.2 Timing
      of Administrator response.
      The
      Administrator shall respond to the claimant within 90 days after receiving
      the
      claim. If the Administrator determines that special circumstances require
      additional time for processing the claim, the Administrator can extend the
      response period by an additional 90 days by notifying the claimant in writing,
      before the end of the initial 90-day period, that an additional period is
      required. The notice of extension must set forth the special circumstances
      and
      the date by which the Administrator expects to render its decision.


    


       6.1.3 Notice
      of decision.
      If the
      Administrator denies part or all of the claim, the Administrator shall notify
      the claimant in writing of the denial. The Administrator shall write the
      notification in a manner calculated to be understood by the claimant. The
      notification shall set forth -

    


    
      	 	
               

            	
              (a)
                

            	
              The
                specific reasons for the denial,

            


      	 	 	 	 


    

    
      	 	
               

            	
              (b)
                

            	
              A
                reference to the specific provisions of this Agreement on which the
                denial
                is based,

            


      	 	 	 	 


    

    
      	 	
               

            	
              (c)
                

            	
              A
                description of any additional information or material necessary for
                the
                claimant to perfect the claim and an explanation of why it is
                needed,

            


      	 	 	 	 


    

    
      	 	
               

            	
              (d)
                

            	
              An
                explanation of the Agreement’s review procedures and the time limits
                applicable to such procedures, and

            


      	 	 	 	 


    

    
      	 	
               

            	
              (e)
                

            	
              A
                statement of the claimant’s right to bring a civil action under ERISA
                section 502(a) after an adverse benefit determination on
                review.

            


    

    


    6.2 Review
      Procedure.
      If the
      Administrator denies part or all of the claim, the claimant shall have the
      opportunity for a full and fair review by the Administrator of the denial,
      as
      follows –

    


       6.2.1 Initiation –
      written request.
      To
      initiate the review, the claimant must file with the Administrator a written
      request for review within 60 days after receiving the Administrator’s notice of
      denial.

    


       6.2.2 Additional
      submissions – information access.
      The
      claimant shall then have the opportunity to submit written comments, documents,
      records, and other information relating to the claim. Upon request and free
      of
      charge, the Administrator shall also provide the claimant reasonable access
      to
      and copies of all documents, records, and other information relevant (as defined
      in applicable ERISA regulations) to the claimant’s claim for
      benefits.

    


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

       

    

       6.2.3 Considerations
      on review.
      In
      considering the review, the Administrator shall take into account all materials
      and information the claimant submits relating to the claim, without regard
      to
      whether the information was submitted or considered in the initial benefit
      determination.

    


       6.2.4 Timing
      of Administrator response.
      The
      Administrator shall respond in writing to the claimant within 60 days after
      receiving the request for review. If the Administrator determines that special
      circumstances require additional time for processing the claim, the
      Administrator can extend the response period by an additional 60 days by
      notifying the claimant in writing before the end of the initial 60-day period
      that an additional period is required. The notice of extension must set forth
      the special circumstances and the date by which the Administrator expects to
      render its decision.

    


       6.2.5 Notice
      of decision.
      The
      Administrator shall notify the claimant in writing of its decision on review.
      The Administrator shall write the notification in a manner calculated to be
      understood by the claimant. The notification shall set forth
–

    


    
      	 	
               

            	
              (a)
                

            	
              The
                specific reasons for the denial,

            


      	 	 	 	 


    

    
      	 	
               

            	
              (b)
                

            	
              A
                reference to the specific provisions of the Agreement on which the
                denial
                is based,

            


      	 	 	 	 


    

    
      	 	
               

            	
              (c)
                

            	
              A
                statement that the claimant is entitled to receive, upon request
                and free
                of charge, reasonable access to and copies of all documents, records,
                and
                other information relevant (as defined in applicable ERISA regulations)
                to
                the claimant’s claim for benefits, and

            


      	 	 	 	 


    

    
      	 	
               

            	
              (d)
                

            	
              A
                statement of the claimant’s right to bring a civil action under ERISA
                section 502(a).

            


    

    


    Article
      7

    Administration
      of Agreement

    


    7.1  Administrator
      Duties.
      This
      Agreement shall be administered by an Administrator, which shall consist of
      the
      Bank’s board of directors or such committee as the board shall appoint. The
      Executive may be a member of the Administrator. The Administrator shall also
      have the discretion and authority to (x)
      make,
      amend, interpret, and enforce all appropriate rules and regulations for the
      administration of this Agreement and (y)
      decide
      or resolve any and all questions, including interpretations of this Agreement,
      as may arise in connection with the Agreement.

    


    7.2 Agents.
      In the
      administration of this Agreement, the Administrator may employ agents and
      delegate to them such administrative duties as it sees fit (including acting
      through a duly appointed representative) and may from time to time consult
      with
      counsel, who may be counsel to the Bank.

    


    7.3 Binding
      Effect of Decisions.
      The
      decision or action of the Administrator about any question arising out of or
      in
      connection with the administration, interpretation, and application of this
      Agreement and the rules and regulations promulgated hereunder shall be final
      and
      conclusive and binding upon all persons having any interest in the
      Agreement.

    


    7.4 Indemnity
      of Administrator.
      The
      Bank shall indemnify and hold harmless the members of the Administrator against
      any and all claims, losses, damages, expenses, or liabilities arising from
      any
      action or failure to act with respect to this Agreement, except in the case
      of
      willful misconduct by the Administrator or any of its members.

    


    7.5 Information.
      To
      enable the Administrator to perform its functions, the Bank shall supply full
      and timely information to the Administrator on all matters relating to the
      date
      and circumstances of the retirement, death, or Separation from Service of the
      Executive, and such other pertinent information as the Administrator may
      reasonably require.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

    


    Article
      8

    Miscellaneous

    


    8.1 Amendment
      and Termination of Agreement.
      This
      Agreement may be amended or terminated solely by a written agreement signed
      by
      the Bank and the Executive. However, this Agreement shall terminate upon the
      first to occur of (x)
      distribution of the death benefit proceeds in accordance with section 2.2 above,
      or (y)
      termination of the Salary Continuation Agreement under Article 5 of the Salary
      Continuation Agreement, or (z)
      the
      Executive’s Separation from Service.

    


    8.2  Binding
      Effect.
      This
      Agreement shall bind the Executive and the Bank and their beneficiaries,
      survivors, executors, administrators, and transferees, and any Policy
      beneficiary.

    


    8.3  No
      Guarantee of Employment.
      This
      Agreement is not an employment policy or contract. It does not give the
      Executive the right to remain an employee of the Bank nor does it interfere
      with
      the Bank’s right to discharge the Executive. It also does not require the
      Executive to remain an employee or interfere with the Executive’s right to
      terminate employment at any time.

    


    8.4 Successors;
      Binding Agreement.
      By an
      assumption agreement in form and substance satisfactory to the Executive, the
      Bank shall require any successor (whether direct or indirect, by purchase,
      merger, consolidation, or otherwise) to all or substantially all of the business
      or assets of the Bank to expressly assume and agree to perform this Agreement
      in
      the same manner and to the same extent that the Bank would be required to
      perform this Agreement if no succession had occurred. 

    


    8.5  Applicable
      Law.
      This
      Agreement and all rights hereunder shall be governed by and construed according
      to the laws of the State of North Carolina, except to the extent preempted
      by
      the laws of the United States of America.

    


    8.6  Entire
      Agreement.
      This
      Agreement and the Salary Continuation Agreement constitute the entire agreement
      between the Bank and the Executive concerning the subject matter. No rights
      are
      granted to the Executive under this Agreement other than those specifically
      set
      forth.

    


    8.7 Severability.
      If any
      provision of this Agreement is held invalid, such invalidity shall not affect
      any other provision of this Agreement not held invalid, and each such other
      provision shall continue in full force and effect to the full extent consistent
      with law. If any provision of this Agreement is held invalid in part, such
      invalidity shall not affect the remainder of the provision not held invalid,
      and
      the remainder of the provision together with all other provisions of this
      Agreement shall continue in full force and effect to the full extent consistent
      with law.

    


    8.8 Headings.
      Headings and subheadings herein are included solely for convenience of reference
      and shall not affect the meaning or interpretation of any provision of this
      Agreement.

    


    8.9  Notices.
      All
      notices, requests, demands and other communications hereunder shall be in
      writing and shall be deemed to have been duly given if delivered by hand or
      mailed, certified or registered mail, return receipt requested, with postage
      prepaid, to the following addresses or to such other address as either party
      may
      designate by like notice. Unless otherwise changed by notice, notice shall
      be
      properly addressed to the Executive if addressed to the address of the Executive
      on the books and records of the Bank at the time of the delivery of such notice,
      and properly addressed to the Bank if addressed to the board of directors,
      Crescent State Bank, 1005 High House Road, P. O. Box 5809, Cary, North Carolina
      27513.

    


    In
      Witness Whereof,
      the
      Executive and a duly authorized representative of the Bank have executed this
      Endorsement Split Dollar Agreement as of the date first written
      above.

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

    


    
      	
              Executive:

            	 	
              
                Bank:

              

            
	 	 	
              Crescent
                State Bank

            
	
              /s/
                Ray D. Vaughn

            	 	 
	
              Ray
                Vaughn

            	 	
              By:
                

            
	 	 	 
	 	 	
              Its:

            


    

    


    Agreement
      to Cooperate with Insurance Underwriting Incident to Internal Revenue Code
      section 1035 Exchange

    


    I
      acknowledge that I have read the Endorsement Split Dollar Agreement and agree
      to
      be bound by its terms, particularly the covenant on my part set forth in section
      2.5 of the Endorsement Split Dollar Agreement to provide medical information
      and
      cooperate with medical insurance-related testing required by an insurer to
      issue
      a comparable insurance policy to cover the benefit provided under this
      Endorsement Split Dollar Agreement.

    


    
      	 	 	 
	
              Witness

            	 	
              Ray
                Vaughn

            


    

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    Split
      Dollar Policy Endorsement

    


    Insured:    Ray
      Vaughn

    Insurer:    
Great
      West Life Insurance Company

    Policy
      No.:   86001955

    


    According
      to the terms of the Crescent State Bank Endorsement Split Dollar Agreement
      dated
      as of  ,
      2007,
      the undersigned Owner requests that the above-referenced policy issued by the
      Insurer provide for the following beneficiary designation and limited contract
      ownership rights to the Insured:

    


    1. Upon
      the
      death of the Insured, proceeds shall be paid in one sum to the Owner, its
      successors or assigns, to the extent of the Owner’s interest in the policy. It
      is hereby provided that the Insurer may rely solely upon a statement from the
      Owner as to the amount of proceeds it is entitled to receive under this
      paragraph.

    


    2. Any
      proceeds at the death of the Insured in excess of the amount paid under the
      provisions of the preceding paragraph shall be paid in one sum to:

    
      	 
	
              Primary
                Beneficiary, Relationship/Social Security Number

            
	 
	
              Contingent
                Beneficiary, Relationship/Social Security
                Number

            


    

    


    The
      exclusive rights to change the beneficiary for the proceeds payable under this
      paragraph and to assign all rights and interests granted under this paragraph
      are hereby granted to the Insured. The sole signature of the Insured shall
      be
      sufficient to exercise the rights. The Owner retains all contract rights not
      granted to the Insured under this paragraph.

    


    3. It
      is
      agreed by the undersigned that this designation and limited assignment of rights
      shall be subject in all respects to the contractual terms of the
      policy.

    


    4. Any
      payment directed by the Owner under this endorsement shall be a full discharge
      of the Insurer, and such discharge shall be binding on all parties claiming
      any
      interest under the policy.

    


    5. This
      Split Dollar Policy Endorsement supersedes and replaces all prior endorsements
      of the Insured relating to the above-referenced policy issued by the
      Insurer.

    


    6. The
      exercise by the Owner of the right to surrender the policy shall terminate
      the
      rights of the Insured.

    


    7. The
      Owner
      of the policy is Crescent State Bank. The Owner alone may exercise all policy
      rights, except that the Owner will not have the rights specified in paragraph
      2
      of this Split Dollar Policy Endorsement.

    


    The
      undersigned for the Owner is signing in a representative capacity and warrants
      that he or she has the authority to bind the entity on whose behalf this
      document is executed.

    


    Signed
      at
      ___________,
      North
      Carolina this ______
      day of
      ____________,
      2007

    


    
      	
              Insured:

            	 	
              Owner:

            
	 	 	
              Crescent
                State Bank

            
	 	 	 
	
              /s/
                Ray Vaughn

            	 	
              By:
                

            
	
              Ray
                Vaughn

            	 	 
	 	 	
              Its:

            


    

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    


    Split
      Dollar Policy Endorsement

    


    Insured:    Ray
      Vaughn

    Insurer:    
New
      York
      Life Insurance Company

    Policy
      No.:   56311897

    


    According
      to the terms of the Crescent State Bank Endorsement Split Dollar Agreement
      dated
      as of  ,
      2007,
      the undersigned Owner requests that the above-referenced policy issued by the
      Insurer provide for the following beneficiary designation and limited contract
      ownership rights to the Insured:

    


    1. Upon
      the
      death of the Insured, proceeds shall be paid in one sum to the Owner, its
      successors or assigns, to the extent of the Owner’s interest in the policy. It
      is hereby provided that the Insurer may rely solely upon a statement from the
      Owner as to the amount of proceeds it is entitled to receive under this
      paragraph.

    


    2. Any
      proceeds at the death of the Insured in excess of the amount paid under the
      provisions of the preceding paragraph shall be paid in one sum to:

    
      	 
	
              Primary
                Beneficiary, Relationship/Social Security Number

            
	 
	
              Contingent
                Beneficiary, Relationship/Social Security
                Number

            


    

    


    The
      exclusive rights to change the beneficiary for the proceeds payable under this
      paragraph and to assign all rights and interests granted under this paragraph
      are hereby granted to the Insured. The sole signature of the Insured shall
      be
      sufficient to exercise the rights. The Owner retains all contract rights not
      granted to the Insured under this paragraph.

    


    3. It
      is
      agreed by the undersigned that this designation and limited assignment of rights
      shall be subject in all respects to the contractual terms of the
      policy.

    


    4. Any
      payment directed by the Owner under this endorsement shall be a full discharge
      of the Insurer, and such discharge shall be binding on all parties claiming
      any
      interest under the policy.

    


    5. This
      Split Dollar Policy Endorsement supersedes and replaces all prior endorsements
      of the Insured relating to the above-referenced policy issued by the
      Insurer.

    


    6. The
      exercise by the Owner of the right to surrender the policy shall terminate
      the
      rights of the Insured.

    


    7. The
      Owner
      of the policy is Crescent State Bank. The Owner alone may exercise all policy
      rights, except that the Owner will not have the rights specified in paragraph
      2
      of this Split Dollar Policy Endorsement.

    


    The
      undersigned for the Owner is signing in a representative capacity and warrants
      that he or she has the authority to bind the entity on whose behalf this
      document is executed.

    


    Signed
      at
      ________________,
      North
      Carolina this ______
      day of
      ________________,
      2007.

    


    
      	
              Insured:

            	 	
              
                Owner:

              

            
	 	 	
              Crescent
                State Bank

            
	 	 	 
	 	 	 
	
               
                /s/ Ray Vaughn

            	 	
              By:
                

            
	
              Ray
                Vaughn

            	 	 
	 	 	
              Its:

            


    

    


    
      
        
        

      

      
        8