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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



FORM 10-K



ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934



For the fiscal year ended December 31, 2008



Commission File No. 0-24753



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ECB BANCORP, INC.

(Name of Registrant as specified in its charter)



|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|North Carolina                                                 |  | 56-2090738                          
|(State or other jurisdiction of incorporation or organization) |  | (I.R.S. Employer Identification No.)



Post Office Box 337

Engelhard, North Carolina 27824

(Address of principal executive offices, including Zip Code)



(252) 925-9411

Registrants telephone number, including area code



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|                                                      |  |                                        
|----------------------------------------------------- |  | ---------------------------------------
|Securities registered under Section 12(b) of the Act: |  | Common Stock, $3.50 par value per share
|Name of exchange on which registered:                 |  | The NASDAQ Global Market               
|Securities registered under Section 12(g) of the Act: |  | None                                   
|                                                      |  | (Title of class)                       



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Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities
Act.    Yes   ̈    No  x



Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the
Act.    Yes   ̈    No  x



Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act 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 if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of Registrants knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  x



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 definition of accelerated filer, large accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act.



|                        |  |   |  |                           |  |  
|----------------------- |  | - |  | ------------------------- |  | -
|Large accelerated filer |  |  ̈ |  | Accelerated filer         |  | x
|Non-accelerated filer   |  |  ̈ |  | Smaller reporting company |  | x



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



State the aggregate market value of the voting and non-voting
common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the Registrants most recently completed
second fiscal quarter.



$54,542,608



On March 6, 2009, there were 2,844,489 outstanding shares of
Registrants common stock.



Documents Incorporated by
Reference



Portions of Registrants definitive Proxy
Statement to be filed with the Securities and Exchange Commission in connection with its 2009 Annual Meeting are incorporated into Part III of this Report.



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PART I



When used in this Report, the terms we, us, our and similar terms refer to the registrant, ECB Bancorp, Inc. The
term Bank refers to our bank subsidiary, The East Carolina Bank.



Item 1.    Business.

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General



We are a North Carolina corporation organized during 1998 by the Bank and at the direction of its Board of Directors to serve as the Banks parent holding company. We operate as a bank holding company registered
with the Federal Reserve Board, and our primary business activity is owning the Bank and promoting its banking business. Through the Bank, we engage in a general, community-oriented commercial and consumer banking business.



The Bank is an insured, North Carolina-chartered bank that was founded in
1919. Its deposits are insured under the FDICs Deposit Insurance Fund to the maximum amount permitted by law, and it is subject to supervision and regulation by the FDIC and the North Carolina Commissioner of Banks.



Like other community banks, our net income depends primarily on our net
interest income, which is the difference between the interest income we earn on loans, investment assets and other interest-earning assets, and the interest we pay on deposits and other interest-bearing liabilities. To a lesser extent, our net
income also is affected by non-interest income we derive principally from fees and charges for our services, as well as the level of our non-interest expenses, such as expenses related to our banking facilities and salaries and employee benefits.



Our operations are significantly affected by prevailing
economic conditions, competition, and the monetary, fiscal and regulatory policies of governmental agencies. Lending activities are influenced by the general credit needs of small and medium-sized businesses and individuals in our banking markets,
competition among lenders, the level of interest rates, and the availability of funds. Deposit flows and costs of funds are influenced by prevailing market interest rates (primarily the rates paid on competing investments), account maturities and
the levels of personal income and savings in our banking markets.



Our and the Banks headquarters are located at 35050 U.S. Highway 264 East in Engelhard, North Carolina, and our telephone number at that address is (252) 925-9411.



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Business Offices and Banking Markets



The Bank has 24 full-service banking offices located in thirteen North Carolina counties. Our banking markets are located
east of the Interstate Highway 95 corridor in portions of the Coastal Plain region of North Carolina which extends from the Virginia border along the coast of North Carolina to the South Carolina border. Within that region, we subdivide our banking
markets into five banking regions. The following table lists our branch offices in each banking region.



|                   |  |                             |  |            
|------------------ |  | --------------------------- |  | -----------
|Region             |  | Branches                    |  | County     
|Outer Banks Region |  | Currituck                   |  | Currituck  
|                   |  | Southern Shores/ Kitty Hawk |  | Dare       
|                   |  | Nags Head                   |  | Dare       
|                   |  | Manteo                      |  | Dare       
|                   |  | Avon                        |  | Dare       
|                   |  | Hatteras                    |  | Dare       
|                   |  | Ocracoke                    |  | Hyde       
|                   |  |                            
|Western Region     |  | Greenville (three offices)  |  | Pitt       
|                   |  | New Bern                    |  | Craven     
|                   |  | Winterville                 |  | Pitt       
|                   |  |                            
|Pamlico Region     |  | Engelhard                   |  | Hyde       
|                   |  | Swan Quarter                |  | Hyde       
|                   |  | Fairfield                   |  | Hyde       
|                   |  | Washington                  |  | Beaufort   
|                   |  | Williamston                 |  | Martin     
|                   |  | Morehead City               |  | Carteret   
|                   |  |                            
|Albemarle Region   |  | Columbia                    |  | Tyrrell    
|                   |  | Creswell                    |  | Washington 
|                   |  | Hertford                    |  | Perquimans 
|                   |  |                            
|Southern Region    |  | Wilmington                  |  | New Hanover
|                   |  | Ocean Isle Beach            |  | Brunswick  
|                   |  | Leland                      |  | Brunswick  



Competition



Commercial banking in North Carolina is highly competitive, due in large
part to our states early adoption of statewide branching. Over the years, federal and state legislation (including the elimination of restrictions on interstate banking) has heightened the competitive environment in which all financial
institutions conduct their business, and competition among financial institutions of all types has increased significantly.



Banking also is highly competitive in our banking markets, and customers tend to aggressively shop the terms of both their loans and deposits.
We compete with other commercial banks, savings banks and credit unions, including banks headquartered or controlled by companies headquartered outside of North Carolina but that have offices in our banking markets. According to the most recent
market share data published by the FDIC, on June 30, 2008 there were 303 offices of 35 different FDIC-insured depository institutions (including us) in the 13 counties in which we have banking offices. Three of those banks (Wachovia, BB&T
and First-Citizens Bank) controlled an aggregate of approximately 53% of all deposits in the 13-county area held by those 35 institutions, while we held approximately 5% of total deposits.



We believe community banks can compete successfully by providing personalized
service and making timely, local decisions, and that further consolidation in the banking industry is likely to create additional opportunities for community banks to capture deposits from customers of other financial institutions who become
dissatisfied as their financial institutions grow larger. Additionally, we believe continued growth in our banking markets provides us with an opportunity to capture new deposits from new residents.



Almost all our customers are small- and medium-sized businesses and
individuals. We try to differentiate ourselves from our larger competitors with our focus on relationship banking, personalized service, direct customer contact, and our ability to make credit and other business decisions locally. We also depend on
our reputation as a community bank in our



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banking markets, our involvement in the communities we serve, the experience of our senior management team, and the quality of our associates. We believe
that our focus allows us to be more responsive to our customers needs and more flexible in approving loans based on collateral quality and personal knowledge of our customers.



Services



Our banking operations are primarily retail oriented and directed toward small- and medium-sized businesses and individuals located in our banking
markets. We derive the majority of our deposits and loans from customers in our banking markets, but we also make loans and have deposit relationships with commercial and consumer customers in areas surrounding our immediate banking markets. We also
market certificates of deposit by advertising our deposit rates on an Internet certificate of deposit network, and we accept brokered deposits. We provide most traditional commercial and consumer banking services, but our principal
activities are taking demand and time deposits and making commercial and consumer loans. Our primary source of revenue is interest income we derive from our lending activities.



Lending Activities



General.    We make a variety of commercial and consumer loans to small- and medium-sized businesses and individuals for
various business and personal purposes, including term and installment loans, business and personal lines of credit, equity lines of credit and overdraft checking credit. For financial reporting purposes, our loan portfolio generally is divided into
real estate loans, consumer installment loans, commercial and industrial loans (including agricultural production loans), and credit cards and related plans. We make credit card services available to our customers through a correspondent
relationship. Statistical information about our loan portfolio is contained in Item 7 of this report under the caption Managements Discussion and Analysis of Financial Condition and Results of Operations.



Real Estate Loans.    Our real estate loan
classification includes all loans secured by real estate. Real estate loans include loans made to purchase, construct or improve residential or commercial real estate, for real estate development purposes, and for various other commercial,
agricultural and consumer purposes (which may or may not be related to our real estate collateral). On December 31, 2008, loans amounting to approximately 80.1% of our loan portfolio were classified as real estate loans. We do not make
long-term residential mortgage loans ourselves, but we originate loans of that type which are funded by and closed in the name of other lenders. Those arrangements permit us to make long-term residential loans available to our customers and generate
fee income but avoid risks associated with those loans in our loan portfolio.



Commercial real estate and construction loans typically involve larger loan balances concentrated with single borrowers or groups of related borrowers. Repayment of commercial real estate loans may depend on the
successful operation of income producing properties, a business, or a real estate project and, therefore, may, to a greater extent than in the case of other loans, be subject to the risk of adverse conditions in the economy generally or in the real
estate market in particular.



Construction loans involve
special risks because loan funds are advanced on the security of houses or other improvements that are under construction and are of uncertain value before construction is complete. For that reason, it is more difficult to evaluate accurately the
total loan funds required to complete a project and the related loan-to-value ratios. To reduce these risks, we generally limit loan amounts to 85% of the projected as built appraised values of our collateral on completion of
construction. For larger projects, we include amounts for contingencies in our construction cost estimates. We generally require a qualified permanent financing commitment from an outside lender unless we have agreed to convert the construction loan
to permanent financing ourselves.



On December 31, 2008,
our construction and acquisition and development loans (consumer and commercial) amounted to approximately 24.6% of our loan portfolio, and our other commercial real estate loans amounted to approximately 32.2% of our loan portfolio.



Our real estate loans also include home equity lines of credit that generally
are used for consumer purposes and usually are secured by junior liens on residential real property. Our commitment on each line is for a term of 15 years. During the terms of the lines of credit, borrowers may either pay accrued interest only
(calculated at variable interest rates), with their outstanding principal balances becoming due in full at the maturity of the lines, or they may make



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monthly payments of principal and interest equal to 1.5% of their outstanding balances. On December 31, 2008, our home equity lines of credit amounted
to approximately 4.3% of our loan portfolio.



Many of our real
estate loans, while secured by real estate, were made for purposes unrelated to the real estate collateral. This generally reflects our efforts to reduce credit risk by taking real estate as additional collateral, whenever possible, without regard
to loan purpose. Substantially all of our real estate loans are secured by real property located in or near our banking markets. Our real estate loans may be made at fixed or variable interest rates, and they generally have maturities that do not
exceed five years and provide for payments based on amortization schedules of less than twenty years. A real estate loan with a maturity of more than five years or that is based on an amortization schedule of more than five years generally will
include contractual provisions that allow us to call the loan in full, or provide for a balloon payment in full, at the end of a period of no more than five years.



Consumer Installment Loans.    Our consumer installment loans consist primarily of loans for
various consumer purposes, as well as the outstanding balances of non-real estate secured consumer revolving credit accounts. A majority of these loans are secured by liens on various personal assets of the borrowers, but they also may be made on an
unsecured basis. On December 31, 2008, our consumer installment loans made up approximately 0.9% of our loan portfolio, and approximately 21.6% of the aggregate outstanding balances of those loans were unsecured. In addition to loans classified
on our books as consumer installment loans, many of our loans included in the real estate loan classification are made for consumer purposes but are classified as real estate loans on our books because they are secured by first or junior liens on
real estate. Consumer loans generally are made at fixed interest rates and with maturities or amortization schedules that generally do not exceed five years. However, consumer-purpose loans secured by real estate (and, thus, classified as real
estate loans as described above) may be made for terms of up to 15 years but under terms that allow us to call the loan in full, or provide for a balloon payment, at the end of a period of no more than five years.



Consumer installment loans involve greater risks than other loans,
particularly in the case of loans that are unsecured or secured by depreciating assets. When damage or depreciation reduces the value of our collateral below the unpaid balance of a defaulted loan, repossession may not result in repayment of the
entire outstanding loan balance. The resulting deficiency may not warrant further substantial collection efforts against the borrower. In connection with consumer lending in general, the success of our loan collection efforts is highly dependent on
the continuing financial stability of our borrowers, and our collection of consumer installment loans may be more likely to be adversely affected by a borrowers job loss, illness, personal bankruptcy or other change in personal circumstances
than is the case with other types of loans.



Commercial and
Industrial Loans.    Our commercial and industrial loan classification includes loans to small- and medium-sized businesses and individuals for working capital, equipment purchases and various other business and agricultural
purposes. This classification excludes any loan secured by real estate. These loans generally are secured by business assets, such as inventory, accounts receivable, equipment or similar assets, but they also may be made on an unsecured basis. On
December 31, 2008, our commercial and industrial loans made up approximately 15.2% of our loan portfolio, and approximately 15.6% of the aggregate outstanding balances of those loans represented unsecured loans. Those loans included
approximately $23.0 million, or approximately 4.3% of our total loans, to borrowers engaged in agriculture, commercial fishing or seafood-related businesses. In addition to loans classified on our books as commercial and industrial loans, many of
our loans included in the real estate loan classification are made for commercial or agricultural purposes but are classified as real estate loans on our books because they are secured by first or junior liens on real estate. Commercial and
industrial loans may be made at variable or fixed rates of interest. However, any loan that has a maturity or amortization schedule of longer than five years normally will be made at an interest rate that varies with our prime lending rate and will
include contractual provisions that allow us to call the loan in full, or provide for a balloon payment in full, at the end of a period of no more than five years. Commercial and industrial loans typically are made on the basis of the
borrowers ability to make repayment from business cash flow. As a result, the ability of borrowers to repay commercial loans may be substantially dependent on the success of their businesses, and the collateral for commercial loans may
depreciate over time and cannot be appraised with as much precision as real estate.



Loan Pricing.    We price our loans under policies established as a part of our asset/liability management function. For larger loans, we use a pricing model developed by an outside vendor
to reduce our exposure to interest rate risk on fixed and variable rate loans that have maturities of longer than three years. On December 31, 2008, approximately 49.2% of the total dollar amount of our loans accrued interest at variable rates.



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Loan Administration and Underwriting.    We make loans based, to a great
extent, on our assessment of borrowers income, cash flow, net worth, sources of repayment and character. The principal risk associated with each of the categories of our loans is the creditworthiness of our borrowers, and our loans may be
viewed as involving a higher degree of credit risk than is the case with some other types of loans, such as long-term residential mortgage loans, in which greater emphasis is placed on collateral values. To manage this risk, we have adopted written
loan policies and procedures, and our loan portfolio is administered under a defined process. That process includes guidelines and standards for loan underwriting and risk assessment, and procedures for loan approvals, loan grading, ongoing
identification and management of credit deterioration, and portfolio reviews to assess loss exposure and to test our compliance with our credit policies and procedures.



The loan underwriting standards we use include an evaluation of various factors, including a loan applicants income, cash flow,
payment history on other debts, and ability to meet existing obligations and payments on the proposed loan. Although an applicants creditworthiness is a primary consideration in the loan approval process, our underwriting process for secured
loans also includes analysis of the value of the proposed collateral in relation to the proposed loan amount. We consider the value of collateral, the degree of certainty of that value, the marketability of the collateral in the event of foreclosure
or repossession, and the likelihood of depreciation in the collateral value.



Our Board of Directors has approved levels of lending authority for lending and credit personnel based on our aggregate credit exposure to a borrower. A loan that satisfies the Banks loan policies and is within
a lending officers assigned authority may be approved by that officer alone. Loans involving aggregate credit exposures in excess of a lending officers authority may be approved by a Credit Policy Officer in our Loan Administration
Department up to the amount of that officers authority. Above those amounts, a secured or unsecured loan involving an aggregate exposure to a single relationship of up to $2 million may be approved either by our Chief Executive Officer, Chief
Operating Officer or Chief Credit Officer, and a loan involving an aggregate exposure to a single relationship of up to $3 million may be approved by our General Loan Committee which consists of our Chief Executive Officer, Chief Operating Officer
and Chief Credit Officer. A loan that exceeds the approval authority of that Committee, and, notwithstanding the above credit authorities, any single loan in excess of $2 million, must be approved by the Executive Committee of our Board of
Directors.



When a loan is made, our lending officer handling
that loan assigns it a grade based on various underwriting and other criteria under our risk grading procedures. Any proposed loan that grades below a threshold set by our Board of Directors must be reviewed by a Credit Policy Officer before it can
be made, even if the loan amount is within the loan officers approval authority. The grades assigned to loans we make indicate the level of ongoing review and attention we will give to those loans to protect our position and reduce loss
exposure.



After loans are made, they are reviewed by our Loan
Administration personnel for adequacy of contract documentation, compliance with regulatory requirements, and documentation of compliance with our loan underwriting criteria. Also, our Credit Policy Officers conduct detailed reviews of selected
loans based on various criteria, including loan type, amount, collateral, and borrower identity, and the particular lending officers or branchs lending history. These reviews include at least 10% of the loans made by each lending
officer. All loans involving an aggregate exposure of $2 million or more ultimately are reviewed after funding by the Executive Committee of our Board of Directors. Each loan involving an aggregate exposure of more than $350,000 is required to
be reviewed at least annually by the lending officer who originated the loan, and those reviews are monitored by a Credit Policy Officer. Loan Administration personnel also periodically review various loans based on various criteria, and we retain
the services of an independent credit risk management consultant to annually review our problem loans, a random sampling of performing loans related to our larger aggregate credit exposures, and selected other loans.



During the life of each loan, its grade is reviewed and validated or modified
to reflect changes in circumstances and risk. We generally place a loan on a nonaccrual status when it becomes 90 days past due or whenever we believe collection of that loan has become doubtful. We charge off loans when the collection of principal
and interest has become doubtful and the loans no longer can be considered sound collectible assets (or, in the case of unsecured loans, when they become 90 days past due).



Our Special Assets Coordinator, who reports directly to our Chief Credit Officer, monitors the overall performance of our
loan portfolio, monitors the collection activities of our lending officers, and directly supervises collection actions that involve legal action or bankruptcies.



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Allowance for Loan Losses.    Our Board of Directors reviews all impaired
loans at least quarterly, and our management reviews asset quality trends monthly. Based on these reviews and our current judgments about the credit quality of our loan portfolio and other relevant internal and external factors, we have established
an allowance for loan losses. The adequacy of the allowance is assessed by our management and reviewed by our Board of Directors each month. On December 31, 2008, our allowance was $5.9 million and amounted to 1.1% of our total loans and
approximately 59% of our nonperforming loans.



On
December 31, 2008, our nonperforming loans (consisting of non-accrual loans, loans past due greater than 90 days and still accruing interest, and restructured loans) amounted to approximately $10.0 million, and we had $3.7 million of other real
estate owned and repossessed collateral acquired in settlement of loans on our books. (See Item 7 Managements Discussion and Analysis of Financial Condition and Results of Operations.)



Seasonality and Cycles



Because the local economies of communities in our Outer Banks, Albemarle, and Pamlico Regions depend, to a large extent, on
tourism and agribusiness (including seafood related businesses), historically there has been an element of seasonality in our business in those regions. However, more recently, the extent to which seasonality affects our business has diminished
somewhat, largely as a result of a shift away from the seasonal population growth that once characterized many of our coastal communities and toward a more year-round economy resulting from increasing numbers of permanent residents and retirees
relocating to these markets. The seasonal patterns that once characterized agribusiness also have been lessened with agricultural product diversification, the year round marketing and sales of agricultural commodities, and agribusiness tax and
financial planning.



The current real estate cycle has been
trending downward in most of the Banks markets. This downward trend has and will continue to have an impact on the real estate lending of the Bank. Continued emphasis will be placed on the customers ability to generate sufficient cash
flow to support their total credit exposure rather than reliance upon the underlying value of the real estate being held as collateral for those loans.



We do not believe we have any one customer from whom more than 10% of our revenues are derived. However, we have multiple customers, commercial and
retail, that are directly or indirectly affected by, or engaged in businesses related to, the tourism and agribusiness industries and that, in the aggregate, historically have provided greater than 10% of our revenues.



Deposit Activities



Our deposit services include business and individual checking accounts, NOW accounts, money market checking accounts,
savings accounts and certificates of deposit. We monitor our competition in order to keep the rates paid on our deposits at a competitive level. On December 31, 2008, our time deposits of $100,000 or more amounted to approximately $224.2
million, or approximately 35.6% of our total deposits. We derive the majority of our deposits from within our banking market. However, we also accept deposits through deposit brokers and market our certificates of deposit by advertising our deposit
rates on an Internet certificate of deposit network, and we generate a significant amount of out-of-market deposits in that manner. Although we accept these deposits primarily for liquidity purposes, we also use them to manage our interest rate
risk. On December 31, 2008, our out-of-market deposits amounted to approximately $134.5 million, or approximately 21.4% of our total deposits and approximately 31.8% of our total certificates of deposit.



Statistical information about our deposit accounts is contained in
Item 7 of this report under the caption Managements Discussion and Analysis of Financial Condition and Results of Operations.



Investment Portfolio



On December 31, 2008, our investment portfolio totaled approximately $239.7 million and included municipal securities, corporate notes,
mortgage-backed securities guaranteed by the Government National Mortgage Association or issued by the Federal National Mortgage Corporation and Federal Home Loan Mortgage Corporation (including collateralized mortgage obligations), securities
issued by U.S. government-sponsored enterprises and agencies and equity securities. We have classified all of our securities as available-for-sale, and we analyze their performance at least quarterly. Our securities have various interest
rate features, maturity dates and call options.



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Statistical information about our investment portfolio is contained in Item 7 of this report under
the caption Managements Discussion and Analysis of Financial Condition and Results of Operations.



Employees



On December 31, 2008, the Bank employed 217 full-time employees (including our executive officers), and 12 part-time employees. We have no separate
employees of our own. The Bank is not party to any collective bargaining agreement with its employees, and we consider the Banks relations with its employees to be good.



Supervision and Regulation



Our business and operations are subject to extensive federal and state governmental regulation and supervision. The following is a summary of some of
the basic statutes and regulations that apply to us. However, it is not a complete discussion of all the laws that affect our business, and it is qualified in its entirety by reference to the particular statutory or regulatory provision or proposal
being described.



General.    We
are a bank holding company registered with the Federal Reserve Board (the FRB) under the Bank Holding Company Act of 1956, as amended (the BHCA). We are subject to supervision and examination by, and the regulations and
reporting requirements of, the FRB. Under the BHCA, a bank holding companys activities are limited to banking, managing or controlling banks, or engaging in other activities the FRB determines are closely related and a proper incident to
banking or managing or controlling banks.



The BHCA prohibits a
bank holding company from acquiring direct or indirect control of more than 5.0% of the outstanding voting stock, or substantially all of the assets, of any financial institution, or merging or consolidating with another bank holding company or
savings bank holding company, without the FRBs prior approval. Additionally, the BHCA generally prohibits bank holding companies from engaging in a nonbanking activity, or acquiring ownership or control of more than 5.0% of the outstanding
voting stock of any company that engages in a nonbanking activity, unless that activity is determined by the FRB to be closely related and a proper incident to banking. In approving an application to engage in a nonbanking activity, the FRB must
consider whether that activity can reasonably be expected to produce benefits to the public, such as greater convenience, increased competition, or gains in efficiency, that outweigh possible adverse effects, such as undue concentration of
resources, decreased or unfair competition, conflicts of interest or unsound banking practices.



The law imposes a number of obligations and restrictions on a bank holding company and its insured bank subsidiaries designed to minimize potential losses
to depositors and the FDIC insurance funds. For example, if a bank holding companys insured bank subsidiary becomes undercapitalized, the bank holding company is required to guarantee the banks compliance (subject to certain
limits) with the terms of any capital restoration plan filed with its federal banking agency. A bank holding company is required to serve as a source of financial strength to its bank subsidiaries and to commit resources to support those banks in
circumstances in which, absent that policy, it might not do so. Under the BHCA, the FRB may require a bank holding company to terminate any activity or relinquish control of a nonbank subsidiary if the FRB determines that the activity or control
constitutes a serious risk to the financial soundness and stability of a bank subsidiary of a bank holding company.



The Bank is an insured, North Carolina-chartered bank. Its deposits are insured under the FDICs Deposit Insurance Fund, and it is subject to
supervision and examination by, and the regulations and reporting requirements of, the FDIC and the North Carolina Commissioner of Banks (the Commissioner). The Bank is not a member of the Federal Reserve System.



As an insured bank, the Bank is prohibited from engaging as a principal in an
activity that is not permitted for national banks unless (1) the FDIC determines that the activity would pose no significant risk to the deposit insurance fund and (2) the Bank is in compliance with applicable capital standards. Insured
banks also are prohibited generally from directly acquiring or retaining any equity investment of a type or in an amount not permitted for national banks.



The Commissioner and the FDIC regulate all areas of the Banks business, including its payment of dividends and other aspects of its operations. They
conduct regular examinations of the Bank, and the Bank must furnish periodic



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reports to the Commissioner and the FDIC containing detailed financial and other information about its affairs. The Commissioner and the FDIC have broad
powers to enforce laws and regulations that apply to the Bank and to require corrective action of conditions that affect its safety and soundness. These powers include, among others, issuing cease and desist orders, imposing civil penalties,
removing officers and directors, and otherwise intervening in the Banks operation and management if examinations of the Bank and the reports it files indicate the need to do so.



The Banks business also is influenced by prevailing economic conditions and governmental policies, both foreign and
domestic, and, though it is not a member bank of the Federal Reserve System, by the monetary and fiscal policies of the FRB. The FRBs actions and policy directives determine to a significant degree the cost and availability of funds the Bank
obtains from money market sources for lending and investing, and they also influence, directly and indirectly, the rates of interest the Bank pays on its time and savings deposits and the rates it charges on commercial bank loans.



Gramm-Leach-Bliley Act.    The federal
Gramm-Leach-Bliley Act enacted in 1999 (the GLB Act) dramatically changed various federal laws governing the banking, securities and insurance industries.



The GLB Act permits bank holding companies to become financial holding companies and, in general
(1) expands opportunities to affiliate with securities firms and insurance companies; (2) overrides certain state laws that would prohibit certain banking and insurance affiliations; (3) expands the activities in which banks and bank
holding companies may participate; (4) requires that banks and bank holding companies engage in some activities only through affiliates owned or managed in accordance with certain requirements; and (5) reorganizes responsibility among
various federal regulators for oversight of certain securities activities conducted by banks and bank holding companies.



The GLB Act has expanded opportunities for us and the Bank to provide other services and obtain other revenues in the future. However, this expanded
authority also may present us with new challenges as our larger competitors are able to expand their services and products into areas that are not feasible for smaller, community oriented financial institutions. To date we have not elected to become
a financial holding company.



Payment of
Dividends.    Under North Carolina law, we are authorized to pay dividends as declared by our Board of Directors, provided that no such distribution results in our insolvency on a going concern or balance sheet basis.
However, although we are a legal entity separate and distinct from the Bank, our principal source of funds with which we can pay dividends to our shareholders is dividends we receive from the Bank. For that reason, our ability to pay dividends
effectively is subject to the same limitations that apply to the Bank.



In general, the Bank may pay dividends only from its undivided profits. However, if its surplus is less than 50% of its paid-in capital stock, the Banks directors may not declare any cash dividend until it has transferred to surplus
25% of its undivided profits or any lesser percentage necessary to raise its surplus to an amount equal to 50% of its paid-in capital stock.



Federal law prohibits the Bank from making any capital distributions, including paying a cash dividend, if it is, or after making the distribution it
would become, undercapitalized as that term is defined in the Federal Deposit Insurance Act (the FDIA). Also, if in the FDICs opinion an insured bank under its jurisdiction is engaged in or is about to engage in an
unsafe or unsound practice, the FDIC may require, after notice and hearing, that the bank cease and desist from that practice. The FDIC has indicated that paying dividends that deplete a banks capital base to an inadequate level would be an
unsafe and unsound banking practice. (See Prompt Corrective Action below.) The FDIC has issued policy statements which provide that insured banks generally should pay dividends only out of their current operating earnings. Also,
under the FDIA no dividend may be paid by an FDIC-insured bank while it is in default on any assessment due the FDIC. The Banks payment of dividends also may be affected or limited by other factors, such as events or circumstances that lead
the FDIC to require the Bank to maintain its capital above regulatory guidelines.



In the future, our ability to declare and pay cash dividends will be subject to our Board of Directors evaluation of our operating results, capital levels, financial condition, future growth plans, general
business and economic conditions, and other relevant considerations. See U.S. Treasurys TARP Capital Purchase Program below for a discussion of additional restrictions on our ability to pay dividends.



Capital Adequacy.    We and the Bank are required
to comply with the FRBs and FDICs capital adequacy standards for bank holding companies and insured banks. The FRB and FDIC have issued risk-based capital and leverage capital



9



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guidelines for measuring capital adequacy, and all applicable capital standards must be satisfied for us or the Bank to be considered in compliance with
regulatory capital requirements.



Under the risk-based capital
guidelines, the minimum ratio (Total Capital Ratio) of an entitys total capital (Total Capital) to its risk-weighted assets (including certain off-balance-sheet items, such as standby letters of credit) is 8.0%. At
least half of Total Capital must be composed of Tier 1 Capital. Tier 1 Capital includes common equity, undivided profits, minority interests in the equity accounts of consolidated subsidiaries, qualifying noncumulative perpetual
preferred stock, and a limited amount of cumulative perpetual preferred stock, less goodwill and certain other intangible assets. The remaining Total Capital may consist of Tier 2 Capital which includes certain subordinated debt, certain
hybrid capital instruments and other qualifying preferred stock, and a limited amount of loan loss reserves. A bank or bank holding company that does not satisfy minimum capital requirements may be required to adopt and implement a plan acceptable
to its federal banking regulator to achieve an adequate level of capital.



Under the leverage capital measure, the minimum ratio (the Leverage Capital Ratio) of Tier 1 Capital to average assets, less goodwill and various other intangible assets, is 3.0% for entities that meet
specified criteria, including having the highest regulatory rating. All other entities generally are required to maintain an additional cushion of 100 to 200 basis points above the stated minimum. The guidelines also provide that banks experiencing
internal growth or making acquisitions will be expected to maintain strong capital positions substantially above the minimum levels without significant reliance on intangible assets. A banks Tangible Leverage Ratio (deducting all
intangibles) and other indicators of capital strength also will be taken into consideration by banking regulators in evaluating proposals for expansion or new activities.



The FRB and the FDIC also consider interest rate risk (when the interest rate sensitivity of an institutions assets does not match
the sensitivity of its liabilities or its off-balance-sheet position) in evaluating capital adequacy. Banks with excessive interest rate risk exposure must hold additional amounts of capital against their exposure to losses resulting from that risk.
The regulators also require banks to incorporate market risk components into their risk-based capital. Under these market risk requirements, capital is allocated to support the amount of market risk related to a banks trading activities.



The following table lists our consolidated regulatory capital
ratios, and the Banks separate regulatory capital ratios, at December 31, 2008. On that date, our capital ratios were at levels to qualify us as well capitalized.



|                                                              |  |                        |   |  |                                  |   |  |                                |   |  |                          |  
|------------------------------------------------------------- |  | ---------------------- | - |  | -------------------------------- | - |  | ------------------------------ | - |  | ------------------------ | -
|                                                              |  | MinimumRequired Ratios |   |  | Required to beWell Capitalized |   |  | Our ConsolidatedCapital Ratios |   |  | The BanksCapital Ratios |  
|Leverage Capital Ratio (Tier 1 Capital to average assets)     |  | 3.0                    | % |  | 5.0                              | % |  | 8.65                           | % |  | 8.65                     | %
|Risk-based capital ratios:                                    |  |                        |   |  |                                  |   |  |                                |   |  |                          |  
|Tier 1 Capital Ratio (Tier 1 Capital to risk-weighted assets) |  | 4.0                    | % |  | 6.0                              | % |  | 10.83                          | % |  | 10.83                    | %
|Total Capital Ratio (Total Capital to risk-weighted assets)   |  | 8.0                    | % |  | 10.0                             | % |  | 11.80                          | % |  | 11.80                    | %



Our capital categories
are determined only for the purpose of applying the prompt corrective action rules described below which have been adopted by the various federal banking regulators, and they do not necessarily constitute an accurate representation of
overall financial condition or prospects for other purposes. A failure to meet capital guidelines could subject us to a variety of enforcement remedies under those rules, including issuance of a capital directive, termination of FDIC deposit
insurance, a prohibition on taking brokered deposits, and other restrictions on our business. As described below, substantial additional restrictions can be imposed on banks that fail to meet applicable capital requirements. (See Prompt
Corrective Action below.)



Prompt Corrective
Action. Federal law establishes a system of prompt corrective action to resolve the problems of undercapitalized banks. Under this system, the FDIC has established five capital categories (well capitalized, adequately
capitalized, undercapitalized, significantly undercapitalized, and critically undercapitalized) and it is required to take various mandatory supervisory actions, and is authorized to take other discretionary
actions, with respect to banks in the three undercapitalized categories. The severity of any actions taken will depend on the capital category in



10



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which a bank is placed. Generally, subject to a narrow exception, current federal law requires the FDIC to appoint a receiver or conservator for a bank that
is critically undercapitalized.



Under the FDICs rules
implementing the prompt corrective action provisions, an insured, state-chartered bank that (1) has a Total Capital Ratio of 10.0% or greater, a Tier 1 Capital Ratio of 6.0% or greater, and a Leverage Ratio of 5.0% or greater, and
(2) is not subject to any written agreement, order, capital directive, or prompt corrective action directive issued by the FDIC, is considered well capitalized. A bank with a Total Capital Ratio of 8.0% or greater, a Tier 1
Capital Ratio of 4.0% or greater, and a Leverage Ratio of 4.0% or greater, is considered adequately capitalized. A bank that has a Total Capital Ratio of less than 8.0%, a Tier 1 Capital Ratio of less than 4.0%, or a Leverage Ratio
of less than 4.0%, is considered undercapitalized. A bank that has a Total Capital Ratio of less than 6.0%, a Tier 1 Capital Ratio of less than 3.0%, or a Leverage Ratio of less than 3.0%, is considered significantly
undercapitalized, and a bank that has a tangible equity capital to assets ratio equal to or less than 2.0% is considered critically undercapitalized. For purposes of these rules, the term tangible equity includes core
capital elements counted as Tier 1 Capital for purposes of the risk-based capital standards (see Capital Adequacy above), plus the amount of outstanding cumulative perpetual preferred stock (including related surplus), minus
all intangible assets (with various exceptions). A bank may be deemed to be in a lower capitalization category than indicated by its actual capital position if it receives an unsatisfactory examination rating.



A bank categorized as undercapitalized, significantly
undercapitalized, or critically undercapitalized is required to submit an acceptable capital restoration plan to the FDIC. An undercapitalized bank also is generally prohibited from increasing its average total assets,
making acquisitions, establishing new branches, or engaging in new lines of business, other than in accordance with an accepted capital restoration plan or with the FDICs approval. Also, the FDIC may treat an undercapitalized bank
as being significantly undercapitalized if it determines that is necessary to carry out the purpose of the law. On December 31, 2008, our capital ratios were at levels to qualify us as well capitalized.



Reserve Requirements.    Under the FRBs
regulations, all FDIC-insured banks must maintain average daily reserves against their transaction accounts. As of January 1, 2009 no reserves are required on the first $10.3 million of transaction accounts, but a bank must maintain reserves
equal to 3.0% on aggregate balances between $10.3 million and $44.4 million, and reserves equal to 10.0% on aggregate balances in excess of $44.4 million. The FRB may adjust these percentages from time to time. Because our reserves must be
maintained in the form of vault cash or in a non-interest-bearing account at a Federal Reserve Bank, one effect of the reserve requirement is to reduce the amount of our interest-earning assets.



Federal Deposit Insurance Reform.    On
February 8, 2006, President Bush signed the Federal Deposit Insurance Reform Act of 2005 (FDIRA).



Among other things, FDIRA changes the Federal deposit insurance system by:



| | · |  | raising the coverage level for retirement accounts to $250,000;
| | - |  | ---------------------------------------------------------------



| | · |  | indexing deposit insurance coverage levels for inflation beginning in 2012;
| | - |  | ---------------------------------------------------------------------------



| | · |  | prohibiting undercapitalized financial institutions from accepting employee benefit plan deposits;
| | - |  | --------------------------------------------------------------------------------------------------



| | · |  | merging the Bank Insurance Fund and Savings Association Insurance Fund into a new Deposit Insurance Fund (the DIF); and
| | - |  | -------------------------------------------------------------------------------------------------------------------------



| | · |  | providing credits to financial institutions that capitalized the FDIC prior to 1996 to offset future assessment premiums.
| | - |  | -------------------------------------------------------------------------------------------------------------------------



FDIRA also authorized the FDIC to revise the current risk-based assessment
system, subject to notice and comments, and caps the amount of the DIF at 1.50% of domestic deposits. The FDIC must issue cash dividends, awarded on a historical basis, for the amount of the DIF over the 1.50% ratio. Additionally, if the DIF exceeds
1.35% of domestic deposits at year-end, the FDIC must issue cash dividends, awarded on a historical basis, for half of the amount of the excess.



On October 3, 2008, President Bush signed the Emergency Economic Stabilization Act of 2008, which temporarily raised the basic limit on federal
deposit insurance coverage from $100,000 to $250,000 per depositor. The temporary increase in deposit insurance coverage became effective upon the Presidents signature. The legislation provides that the basic deposit insurance limit will
return to $100,000 after December 31, 2009.



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FDIC Temporary Liquidity Guarantee Program.    We have chosen to participate
in the FDICs Temporary Liquidity Guarantee Program (TLGP), which applies to, among others, all U.S. depository institutions insured by the FDIC and all U.S. bank holding companies, unless they have opted out of the TLGP or the FDIC has
terminated their participation. Under the TLGP, the FDIC guarantees certain senior unsecured debt, as well as noninterest-bearing transaction account deposits, and in return for these guarantees the FDIC is paid a fee based on the amount of the
deposit or the amount and maturity of the debt. Under the debt guarantee component of the TLGP, the FDIC will pay the unpaid principal and interest on an FDIC-guaranteed debt instrument upon the uncured failure of the participating entity to make a
timely payment of principal or interest in accordance with the terms of the instrument. Under the transaction account guarantee component of the TLGP, all noninterest-bearing transaction accounts are insured in full by the FDIC until
December 31, 2009, regardless of the standard maximum deposit insurance amount.



FDIC Insurance Assessments.    Under FDIRA, the FDIC uses a revised risk-based assessment system to determine the amount of the Banks deposit insurance assessment based on an
evaluation of the probability that the DIF will incur a loss with respect to the Bank. That evaluation takes into consideration risks attributable to different categories and concentrations of the Banks assets and liabilities and any other
factors the FDIC considers to be relevant, including information obtained from the Commissioner. A higher assessment rate results in an increase in the assessments paid by the Bank to the FDIC for deposit insurance



Under the Federal Deposit Insurance Act, the FDIC may terminate the
Banks deposit insurance if it finds that the Bank engaged in unsafe and unsound practices, is in an unsafe or unsound condition to continue operations, or has violated applicable laws, regulations, rules or orders.



The FDIC is responsible for maintaining the adequacy of the DIF, and the
amount the Bank pays for deposit insurance is influenced not only by the assessment of the risk it poses to the DIF, but also by the adequacy of the insurance fund at any time to cover the risk posed by all insured institutions. FDIC insurance
assessments could be increased substantially in the future if the FDIC finds such an increase to be necessary in order to adequately maintain the insurance fund.



On February 27, 2009, the Board of Directors of the Federal Deposit Insurance Corporation (FDIC) voted to amend
the restoration plan for the DIF. The Board took action by imposing a special assessment on insured institutions of 20 basis points, implementing changes to the risk-based assessment system, and increased regular premium rates for 2009, which banks
must pay on top of the special assessment. The 20 basis point special assessment on the industry will be as of June 30, 2009 payable on September 30, 2009. As a result of the special assessment and increased regular assessments, we project
that the Bank will experience an increase in FDIC assessment expense of approximately $2.1 million from 2008 to 2009. The 20 basis point special assessment represents $1.5 million of this increase.



On March 5, 2009, the FDIC Chairman announced that the FDIC intends to
lower the special assessment from 20 basis points to 10 basis points. The approval of the cutback is contingent on whether Congress clears legislation that would expand the FDICs line of credit with the Treasury to $100 billion.
Legislation to increase the FDICs borrowing authority on a permanent basis is also expected to advance to Congress, which should aid in reducing the burden on the industry. The assessment rates, including the special assessment, are subject to
change at the discretion of the Board of Directors of the FDIC



Restrictions on Transactions with Affiliates.    The Bank is subject to the provisions of Section 23A of the Federal Reserve Act which, among other things, places limits on the amount of:



| | · |  | a banks loans or extensions of credit to, or investment in, its affiliates;
| | - |  | ----------------------------------------------------------------------------



| | · |  | assets a bank may purchase from affiliates, except for real and personal property exempted by the FRB;
| | - |  | ------------------------------------------------------------------------------------------------------



| | · |  | the amount of a banks loans or extensions of credit to third parties collateralized by securities or obligations of the banks affiliates; and
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------



| | · |  | a banks issuance of a guarantee, acceptance or letter of credit for its affiliates.
| | - |  | ------------------------------------------------------------------------------------



The total amount of these transactions is limited in amount, as to any one
affiliate, to 10% of a banks capital and surplus and, as to all affiliates, to 20% of a banks capital and surplus. In addition to the limitation on the amount of these



12



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transactions, each of the above transactions must also meet specified collateral requirements. We also must comply with other provisions under
Section 23A that are designed to avoid the taking of low-quality assets from an affiliate.



The Bank also is subject to the provisions of Section 23B of the Federal Reserve Act which, among other things, prohibit a bank or its subsidiaries
generally from engaging in transactions with its affiliates unless those transactions are on terms substantially the same, or at least as favorable to the bank or its subsidiaries, as would apply in comparable transactions with nonaffiliated
companies.



Federal law also restricts the Banks ability
to extend credit to its and our executive officers, directors, principal shareholders and their related interests. These credit extensions (1) must be made on substantially the same terms, including interest rates and collateral, as those
prevailing at the time for comparable transactions with unrelated third parties, and (2) must not involve more than the normal risk of repayment or present other unfavorable features.



Interstate Banking and Branching.    The Bank
Holding Company Act, as amended by the interstate banking provisions of the Riegle-Neal Interstate Banking and Branching Efficiency Act of 1994 (the Interstate Banking Law), permits adequately capitalized and managed bank holding
companies to acquire control of the assets of banks in any state. Acquisitions are subject to provisions that cap at 10.0% the portion of the total deposits of insured depository institutions in the United States that a single bank holding company
may control, and generally cap at 30.0% the portion of the total deposits of insured depository institutions in a state that a single bank holding company may control. Under certain circumstances, states have the authority to increase or decrease
the 30.0% cap, and states may set minimum age requirements of up to five years on target banks within their borders.



Subject to certain conditions, the Interstate Banking Law also permits interstate branching by allowing a bank in one state to merge with a bank located
in a different state. Each state was allowed to accelerate the effective date for interstate mergers by adopting a law authorizing such transactions prior to June 1, 1997, or any state could opt out and thereby prohibit interstate
branching in that state by enacting legislation to that effect prior to that date. The Interstate Banking Law also permits banks to establish branches in other states by opening new branches or acquiring existing branches of other banks, provided
the laws of those other states specifically permit that form of interstate branching. North Carolina has adopted statutes which, subject to conditions, authorize out-of-state bank holding companies and banks to acquire or merge with North Carolina
banks and to establish or acquire branches in North Carolina.



Community Reinvestment.    Under the Community Reinvestment Act (the CRA), an insured bank has a continuing and affirmative obligation, consistent with its safe and sound operation, to help meet the
credit needs of its entire community, including low and moderate income neighborhoods. The CRA does not establish specific lending requirements or programs for banks, nor does it limit a banks discretion to develop, consistent with the CRA,
the types of products and services it believes are best suited to its particular community. The CRA requires the federal banking regulators, in their examinations of insured banks, to assess the banks records of meeting the credit needs of
their communities, using the ratings of outstanding, satisfactory, needs to improve, or substantial noncompliance, and to take that record into account in its evaluation of various applications by
those banks. All banks are required to make public disclosure of their CRA performance ratings. We received a satisfactory rating in our last CRA examination during 2006.



USA Patriot Act of 2001.    The USA Patriot Act of 2001 was enacted in response to the terrorist
attacks that occurred in the United States on September 11, 2001. The Act is intended to strengthen the ability of U.S. law enforcement and the intelligence community to work cohesively to combat terrorism on a variety of fronts. The Acts
impact on all financial institutions is significant and wide ranging. The Act contains sweeping anti-money laundering and financial transparency requirements and imposes various other regulatory requirements, including standards for verifying
customer identification at account opening, and rules promoting cooperation among financial institutions, regulators and law enforcement agencies in identifying parties that may be involved in terrorism or money laundering.



Sarbanes-Oxley Act of 2002.    The Sarbanes-Oxley
Act of 2002, which became effective on July 30, 2002, is sweeping federal legislation addressing accounting, corporate governance and disclosure issues. The Act imposes significant new requirements on all public companies. Some provisions of
the Act became effective immediately while others are still being implemented.



In general, the Sarbanes-Oxley Act mandated important new corporate governance and financial reporting requirements intended to enhance the accuracy and transparency of public companies reported financial
results. It



13



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established new responsibilities for corporate chief executive officers, chief financial officers and audit committees in the financial reporting process,
and it created a new regulatory body to oversee auditors of public companies. It backed these requirements with new SEC enforcement tools, increased criminal penalties for federal mail, wire and securities fraud, and created new criminal penalties
for document and record destruction in connection with federal investigations. It also increased the opportunity for more private litigation by lengthening the statute of limitations for securities fraud claims and providing new corporate
whistleblower protection.



In response to the Act, the various
securities exchanges adopted listing standards that require listed companies to comply with various corporate governance requirements, including the requirement that (1) audit committees include only directors who are independent as
defined by the SECs and Exchanges rules, and (2) actions on various other matters (including executive compensation and director nominations) be approved, or recommended for approval, by issuers full boards of directors or by
committees that include only independent directors. Because our common stock is listed on the NASDAQ Global Market, we are subject to those requirements.



The economic and operational effects of the Sarbanes-Oxley Act on public companies, including us, have been and will
continue to be significant in terms of the time, resources and costs associated with compliance. Because the Act, for the most part, applies equally to larger and smaller public companies, we will continue to be presented with additional challenges
as a smaller, community-oriented financial institution seeking to compete with larger financial institutions in our markets.



U.S. Treasurys Troubled Asset Relief Program (TARP) Capital Purchase Program.On January 16, 2009, we issued
Series A Preferred Stock in the amount of $17,949,000 and a warrant to purchase 144,984 shares of our common stock to the U.S. Treasury as a participant in the TARP Capital Purchase Program. The Series A Preferred Stock qualifies as Tier 1 capital
for purposes of regulatory capital requirements and will pay cumulative dividends at a rate of 5% per annum for the first five years and 9% per annum thereafter. Prior to January 16, 2012, unless we have redeemed all of this preferred
stock or the U.S. Treasury has transferred all of this preferred stock to a third party, the consent of the U.S. Treasury will be required for us to, among other things, increase our common stock dividend above the current quarterly cash dividend of
$0.1825 per share or repurchase our common stock except in limited circumstances. In addition, until the U.S. Treasury ceases to own our securities sold under the TARP Capital Purchase Program, the compensation arrangements for our senior executive
officers must comply in all respects with the U.S. Emergency Economic Stabilization Act of 2008 and the rules and regulations thereunder.



Available Information



Copies of reports we file electronically with the Securities and Exchange Commission, including copies of our Annual Reports on Form 10-K, Quarterly
Reports on Form 10-Q, and Current Reports on Form 8-K, and amendments to those reports, are available free of charge through our Internet website as soon as reasonably practicable after they are filed. Our website address is
www.ecbbancorp.com.



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Item 1A.    Risk Factors

---



RISK FACTORS



The following paragraphs describe material risks that
could affect our business. Other risks and uncertainties not presently known to us or that we currently deem immaterial also may impair our business operations. If any of the following risks actually occur, our business, results of operations and
financial condition could suffer. The risks discussed below also include forward-looking statements, and our actual results may differ materially from those discussed in these forward-looking statements.



Risks Relating to our Business



|· |  | Difficult market conditions and economic trends have adversely affected our industry and our business.
|- |  | ------------------------------------------------------------------------------------------------------



Dramatic declines in the housing market, with decreasing home prices and
increasing delinquencies and foreclosures, have negatively impacted the credit performance of mortgage and construction loans and resulted in significant write-downs of assets by many financial institutions. In addition, the values of other
real estate collateral supporting many loans have declined and may continue to decline. General downward economic trends, reduced availability of commercial credit and increasing unemployment have negatively impacted the credit performance of
commercial and consumer credit, resulting in additional write-downs. Concerns over the stability of the financial markets and the economy have resulted in decreased lending by financial institutions to their customers and to each
other. This market turmoil and tightening of credit has led to increased commercial and consumer loan deliquencies, lack of customer confidence, increased market volatility and widespread reduction in general
business activity. Competition among depository institutions for deposits has increased significantly. Financial institutions have experienced decreased access to capital and to deposits or borrowings.



The resulting economic pressure on consumers and businesses and the lack of
confidence in the financial markets has adversely affected most businesses and the prices of securities in general, and financial institutions in particular, and it will continue to adversely affect our business, financial condition, results of
operations and stock price.



Our ability to assess the
creditworthiness of customers and to estimate the losses inherent in our credit exposure is made more complex by these difficult market and economic conditions. As a result of the foregoing factors, there is a potential for new federal or state
laws and regulations regarding lending and funding practices and liquidity standards, and bank regulatory agencies are expected to be very aggressive in responding to concerns and trends identified in examinations. This increased government
action may increase our costs and limit our ability to pursue certain business opportunities. We also may be required to pay even higher Federal Deposit Insurance Corporation (FDIC) premiums than the recently increased level,
because financial institution failures resulting from the depressed market conditions have depleted and may continue to deplete the deposit insurance fund and reduce its ratio of reserves to insured deposits.



We do not believe these difficult conditions are likely to improve in the
near future. A worsening of these conditions would likely exacerbate the adverse effects of these difficult market and economic conditions on us, our customers and the other financial institutions in our market. As a result, we may
experience increases in foreclosures, delinquencies and customer bankruptcies, as well as more restricted access to funds.



|· |  | Recent legislative and regulatory initiatives to address difficult market and economic conditions may not stabilize the U.S. banking system.
|- |  | --------------------------------------------------------------------------------------------------------------------------------------------



The recently enacted the Emergency
Economic Stabilization Act of 2008 (EESA) authorizes Treasury to purchase from financial institutions and their holding companies up to $700 billion in mortgage loans, mortgage-related securities and certain other financial instruments,
including debt and equity securities issued by financial institutions and their holding companies, under a troubled asset relief program, or TARP. The purpose of TARP is to restore confidence and stability to the U.S. banking
system and to encourage financial institutions to increase their lending to customers and to each other.



In February, the American Recovery and Reinvestment Act of 2009 (ARRA) was enacted containing additional provisions designed to support the
national economy and aid in economic recovery. The provisions of EESA and ARRA



15



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are in addition to numerous other actions by the Federal Reserve, Treasury, the FDIC, the SEC and others to address the current decline in the national
economy and liquidity and credit crisis that commenced in 2007. These measures include homeowner relief that encourages loan restructuring and modification; the establishment of significant liquidity and credit facilities for financial
institutions and investment banks; the lowering of the federal funds rate; emergency action against short selling practices; a temporary guaranty program for money market funds; the establishment of a commercial paper funding facility to provide
back-stop liquidity to commercial paper issuers; and coordinated international efforts to address illiquidity and other weaknesses in the banking sector. The purpose of these legislative and regulatory actions is to stabilize the U.S. banking
system. However, there is no assurance that EESA, ARRA and the other regulatory initiatives described above will be fully effective or have their desired effects. If the volatility in the markets continues and economic conditions fail to
improve or worsen, our business, financial condition and results of operations could be materially and adversely affected.



|· |  | Current levels of market volatility are unprecedented.
|- |  | ------------------------------------------------------



The capital and credit markets have experienced volatility and disruption for more than a year. More recently, the
volatility and disruption has increased, and the markets have produced downward pressure on stock prices and credit availability for many issuers without regard to their underlying financial strength. This has been particularly the case with respect
to financial institutions, and the market prices of the stock of financial services companies in general, including ours, are at their lowest levels in recent history. If current levels of market disruption and volatility continue or worsen, there
can be no assurance that we will not experience an adverse effect, which may be material, on our ability to access capital and on our business, financial condition and results of operations.



|· |  | Our allowance for loan losses may prove to be insufficient to absorb probable losses in our loan portfolio.
|- |  | -----------------------------------------------------------------------------------------------------------



Lending money is a substantial part of our business. Every loan carries a
degree of risk that it will not be repaid in accordance with its terms or that any underlying collateral will not be sufficient to assure repayment. This risk is affected by, among other things:



| | · |  | cash flow of the borrower and/or a business activity being financed;
| | - |  | --------------------------------------------------------------------



| | · |  | in the case of a collateralized loan, changes in and uncertainties regarding future values of collateral;
| | - |  | ---------------------------------------------------------------------------------------------------------



| | · |  | the credit history of a particular borrower;
| | - |  | --------------------------------------------



| | · |  | changes in economic and industry conditions; and
| | - |  | ------------------------------------------------



| | · |  | the duration of the loan.
| | - |  | -------------------------



We use underwriting procedures and criteria that we believe minimize the risk of loan delinquencies and losses, but banks routinely incur losses in their
loan portfolios. Regardless of the underwriting criteria we use, we will experience loan losses from time to time in the ordinary course of our business, and some of those losses will result from factors beyond our control. These factors include,
among other things, changes in market, economic, business or personal conditions, or other events (including changes in market interest rates), that affect our borrowers abilities to repay their loans and the value of properties that
collateralize loans. Recent difficulties in the national economy and housing market, declining real estate values, rising unemployment, and loss of consumer confidence, have resulted and will continue to result in increasing loan delinquencies and
loan losses for all financial institutions.



We maintain an
allowance for loan losses which we believe is appropriate to provide for potential losses in our loan portfolio. The amount of our allowance is determined by our management through a periodic review and consideration of internal and external factors
that affect loan collectibility, including, but not limited to:



| | · |  | an ongoing review of the quality, size and diversity of the loan portfolio;
| | - |  | ---------------------------------------------------------------------------



| | · |  | evaluation of non-performing loans;
| | - |  | -----------------------------------



| | · |  | historical default and loss experience;
| | - |  | ---------------------------------------



| | · |  | historical recovery experience;
| | - |  | -------------------------------



| | · |  | existing economic conditions;
| | - |  | -----------------------------



| | · |  | risk characteristics of various classifications of loans; and
| | - |  | -------------------------------------------------------------



16



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| | · |  | the amount and quality of collateral, including guarantees, securing the loans.
| | - |  | -------------------------------------------------------------------------------



However, if delinquency levels increase or we incur higher than expected loan losses in the future, there is no assurance
that our allowance will be adequate to cover resulting losses.



|· |  | A large percentage of our loans are secured by real estate. Adverse conditions in the real estate market in our banking markets might adversely affect on our
loan portfolio.
|- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------



While we do not
have a sub-prime lending program, a relatively large percentage of our loans are secured by real estate. Our management believes that, in the case of many of those loans, the real estate collateral is not being relied upon as the primary source of
repayment, and the level of our real estate loans reflects, at least in part, our policy to take real estate whenever possible as primary or additional collateral rather than other types of collateral. However, adverse conditions in the real estate
market and the economy in general have decreased real estate values in our banking markets. If the value of our collateral for a loan falls below the outstanding balance of that loan, our ability to collect the balance of the loan by selling the
underlying real estate in the event of a default will be diminished, and we would be more likely to suffer a loss on the loan. An increase in our loan losses could have a material adverse effect on our operating results and financial condition.



The FDIC recently adopted rules aimed at placing additional
monitoring and management controls on financial institutions whose loan portfolios are deemed to have concentrations in commercial real estate (CRE). At December 31, 2008, our loan portfolio exceeded thresholds established by the FDIC
for CRE concentrations and for additional regulatory scrutiny. Indications from regulators are that strict limitations on the amount or percentage of CRE within any given portfolio are not expected, but, rather, that additional reporting and
analysis will be required to document managements evaluation of the potential additional risks of such concentrations and the impact of any mitigating factors. It is possible that regulatory constraints associated with these rules could
adversely affect our ability to grow loan assets and thereby limit our overall growth and expansion plans. These rules also could increase the costs of monitoring and managing this component of our loan portfolio. Either of these eventualities could
have an adverse impact on our operating results and financial condition.



|· |  | Liquidity risk could impair our ability to fund operations and jeopardize our financial condition.
|- |  | --------------------------------------------------------------------------------------------------



Liquidity is essential to our business. An inability to raise funds through
deposits, borrowings, the sale of loans and other sources could have a substantial negative effect on our liquidity. Our access to funding sources in amounts adequate to finance our activities, or on terms which are acceptable to us, could be
impaired by factors that affect us specifically or the financial services industry or economy in general. Factors that could detrimentally affect our access to liquidity sources include a decrease in the level of our business activity as a result of
a downturn in the markets in which our loans are concentrated or adverse regulatory action against us. Our ability to borrow could also be impaired by factors that are not specific to us, such as a disruption in the financial markets or negative
views and expectations about the prospects for the financial services industry in light of the recent turmoil faced by banking organizations and the continued deterioration in credit markets.



Among other sources of funds, we rely heavily on deposits for funds to make
loans and provide for our other liquidity needs. However, our loan demand has exceeded the rate at which we have been able to build core deposits, so we have relied heavily on time deposits, including out-of-market certificates of deposit, as a
source of funds. Those deposits may not be as stable as other types of deposits and, in the future, depositors may not renew those time deposits when they mature, or we may have to pay a higher rate of interest to attract or keep them or to replace
them with other deposits or with funds from other sources. Not being able to attract those deposits, or to keep or replace them as they mature, would adversely affect our liquidity. Paying higher deposit rates to attract, keep or replace those
deposits could have a negative effect on our interest margin and operating results.



|· |  | We may need to raise additional capital in the future in order to continue to grow, but that capital may not be available when it is needed.
|- |  | --------------------------------------------------------------------------------------------------------------------------------------------



Federal and state banking
regulators require us to maintain adequate levels of capital to support our operations. In addition, in the future we may need to raise additional capital to support our business or to finance acquisitions, if any, or we may otherwise elect or be
required to raise additional capital. In that regard, a number of financial institutions have



17



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recently raised considerable amounts of capital in response to a deterioration in their results of operations and financial condition arising from the
turmoil in the mortgage loan market, deteriorating economic conditions, declines in real estate values and other factors. On December 31, 2008, our three capital ratios were above well capitalized levels under bank regulatory
guidelines, and, since that date, our capital position has been enhanced by our sale of Series A Preferred Stock to Treasury under its TARP Capital Purchase Program. However, growth in our earning assets resulting from internal expansion and new
branch offices, at rates in excess of the rate at which our capital is increased through retained earnings, will reduce our capital ratios unless we continue to increase our capital. Also, future unexpected losses, whether resulting from loan losses
or other causes, would reduce our capital.



Should we need, or
be required by regulatory authorities, to raise additional capital, we may seek to do so through the issuance of, among other things, our common stock or preferred stock. However, our ability to raise that additional capital will depend on
conditions at that time in the capital markets, economic conditions, our financial performance and condition, and other factors, many of which are outside our control. There is no assurance that, if needed, we will be able to raise additional
capital on terms favorable to us or at all. Our inability to raise additional capital, if needed, on terms acceptable to us, may have a material adverse effect on our ability to expand our operations, and on our financial condition, results of
operations and future prospects.



|· |  | If we are unable to redeem our Series A Preferred Stock after five years, the cost of this capital to us will increase substantially.
|- |  | -------------------------------------------------------------------------------------------------------------------------------------



If we are unable to redeem the
Series A Preferred Stock we have sold to Treasury prior to January 16, 2014, the cost of this capital to us will increase from 5.0% per annum (approximately $897,450 annually) to 9.0% per annum (approximately $1,615,410 annually).
Depending on our financial condition at the time, this increase in the annual dividend rate on the Series A Preferred Stock could have a material negative effect on our liquidity and on our net income available to holders of our common stock.



|· |  | Our profitability is subject to interest rate risk. Changes in interest rates could have an adverse effect on our operating results.
|- |  | ------------------------------------------------------------------------------------------------------------------------------------



Our profitability depends, to a
large extent, on our net interest income, which is the difference between our income on interest-earning assets and our expense on interest-bearing deposits and other liabilities. In other words, to be profitable, we have to earn more interest on
our loans and investments than we pay on our deposits and borrowings. Like most financial institutions, we are affected by changes in general interest rate levels and by other economic factors beyond our control. Interest rate risk arises in
part from the mismatch (i.e., the interest sensitivity gap) between the dollar amounts of repricing or maturing interest-earning assets and interest-bearing liabilities, and is measured in terms of the ratio of the interest rate
sensitivity gap to total assets. When more interest-earning assets than interest-bearing liabilities will reprice or mature over a given time period, a bank is considered asset-sensitive and has a positive gap. When more liabilities than assets will
reprice or mature over a given time period, a bank is considered liability-sensitive and has a negative gap. A liability-sensitive position (i.e., a negative gap) may generally enhance net interest income in a falling interest rate
environment and reduce net interest income in a rising interest rate environment. An asset-sensitive position (i.e., a positive gap) may generally enhance net interest income in a rising interest rate environment and reduce net interest
income in a falling interest rate environment. Our ability to manage our gap position determines to a great extent our ability to operate profitably. However, fluctuations in interest rates are not predictable or controllable, and we cannot assure
you we will be able to manage our gap position in a manner that will allow us to remain profitable.



On December 31, 2008, we had a negative one-year cumulative interest sensitivity gap, which means that, during a one-year period, our interest-bearing
liabilities generally would be expected to reprice at a faster rate than our interest-earning assets. A rising rate environment within that one-year period generally would have a negative effect on our earnings, while a falling rate environment
generally would have a positive effect on our earnings.



|· |  | Our long-range business strategy includes the continuation of our growth plans, and our financial condition and operating results could be negatively affected
if we fail to grow or fail to manage our growth effectively.
|- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Subject to market conditions and the economy, we intend to continue to grow in our existing banking markets (internally and through additional offices) and to expand into new markets as appropriate opportunities
arise. We have



18



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opened nine de novo branch offices since 2000. Consistent with our business strategy, and to sustain our growth, in the future we may establish other
de novo branches or acquire other financial institutions or their branch offices.



There are considerable costs involved in opening branches, and new branches generally do not generate sufficient revenues to offset their costs until they have been in operation for some period of time. Any new
branches we open can be expected to negatively affect our operating results until those branches reach a size at which they become profitable. In establishing new branches in new markets, we compete against other banks with greater knowledge of
those local markets and may need to hire and rely on local managers who have local affiliations and to whom we may need to give significant autonomy. If we grow but fail to manage our growth effectively, there could be material adverse effects on
our business, future prospects, financial condition or operating results, and we may not be able to successfully implement our business strategy. On the other hand, our operating results also could be materially affected in an adverse way if our
growth occurs more slowly than anticipated, or declines.



Although we believe we have management resources and internal systems in place to successfully manage our future growth, we cannot assure you that we will be able to expand our market presence in our existing markets or successfully enter
new markets, or that expansion will not adversely affect our operating results.



|· |  | Our business depends on the condition of the local and regional economies where we operate.
|- |  | -------------------------------------------------------------------------------------------



We currently have offices only in eastern North Carolina. Consistent with
our community banking philosophy, a majority of our customers are located in and do business in that region, and we lend a substantial portion of our capital and deposits to commercial and consumer borrowers in our local banking markets. Therefore,
our local and regional economy has a direct impact on our ability to generate deposits to support loan growth, the demand for loans, the ability of borrowers to repay loans, the value of collateral securing our loans (particularly loans secured by
real estate), and our ability to collect, liquidate and restructure problem loans. The local economies of the coastal communities in our banking markets are heavily dependent on the tourism industry. If our local communities are adversely affected
by current conditions in the national economy or by other specific events or trends, including a significant decline in the tourism industry in our coastal communities, there could be a direct adverse effect on our operating results. Adverse
economic conditions in our banking markets could reduce our growth rate, affect the ability of our customers to repay their loans to us, and generally affect our financial condition and operating results. We are less able than larger institutions to
spread risks of unfavorable local economic conditions across a large number of diversified economies.



The economy of North Carolinas coastal region can be affected by adverse weather events, particularly hurricanes. Our banking markets lie primarily
in coastal communities, and we cannot predict whether or to what extent damage caused by future hurricanes will affect our operations, our customers or the economies in our banking markets. However, weather events could cause a decline in loan
originations, destruction or decline in the value of properties securing our loans, or an increase in the risks of delinquencies, foreclosures and loan losses.



|· |  | New or changes in existing tax, accounting, and regulatory rules and interpretations could have an adverse effect on our strategic initiatives, results of
operations, cash flows, and financial condition.
|- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



We operate in a highly regulated industry and are subject to examination, supervision and comprehensive regulation by various federal and state agencies. Federal and state banking regulations are designed primarily to
protect the deposit insurance funds and consumers, not to benefit a financial companys shareholders. These regulations may sometimes impose significant limitations on our operations, and our compliance with regulations is costly and restricts
certain of our activities, including payment of dividends, mergers and acquisitions, investments, loans and interest rates charged, interest rates paid on deposits, and locations of offices.



The significant federal and state banking regulations that affect us are
described under Item 1. Business - Supervision and Regulation. These regulations, along with the currently existing tax, accounting, securities, insurance, and monetary laws, regulations, rules, standards, policies, and
interpretations, control the methods by which financial institutions conduct business, implement strategic initiatives and tax compliance, and govern financial reporting and disclosures. The laws, regulations, rules, standards, policies, and
interpretations are constantly evolving and may change significantly over time. As a result of recent turmoil in the financial services industry, it is likely that there will be an increase in the regulation of all financial institutions. We cannot
predict the effects of future changes on our business and profitability.



19



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|· |  | Significant legal actions could subject us to substantial liabilities.
|- |  | ----------------------------------------------------------------------



We are from time to time subject to claims related to our operations. These
claims and legal actions, including supervisory actions by our regulators, could involve large monetary claims and significant defense costs. As a result, we may be exposed to substantial liabilities, which could adversely affect our results of
operations and financial condition.



Among the laws that apply
to us, the USA Patriot and Bank Secrecy Acts require financial institutions to develop programs to prevent financial institutions from being used for money laundering and terrorist activities. If such activities are detected, financial institutions
are obligated to file suspicious activity reports with the Treasurys Office of Financial Crimes Enforcement Network. These rules require financial institutions to establish procedures for identifying and verifying the identity of customers
seeking to open new financial accounts. Failure to comply with these regulations could result in fines or sanctions. Several banking institutions have recently received large fines for non-compliance with these laws and regulations. Although we have
developed policies and procedures designed to assist in compliance with these laws and regulations, no assurance can be given that these policies and procedures will be effective in preventing violations of these laws and regulations.



|· |  | Competition from financial institutions and other financial service providers may adversely affect our profitability.
|- |  | ---------------------------------------------------------------------------------------------------------------------



Our future growth and success will depend on, among other things, our
ability to compete effectively with other financial services providers in our banking markets. To date, we have grown our business by focusing on our lines of business and emphasizing the high level of service and responsiveness desired by our
customers. However, commercial banking in our banking markets and in North Carolina as a whole is extremely competitive. We compete against commercial banks, credit unions, savings and loan associations, mortgage banking firms, consumer finance
companies, securities brokerage firms, insurance companies, money market funds and other mutual funds, as well as other local and community, super-regional, national and international financial institutions that operate offices in our market areas
and elsewhere. We compete with these institutions in attracting deposits and in making loans, and we have to attract our customer base from other existing financial institutions and from new residents. Our larger competitors have greater resources,
broader geographic markets and name recognition, and higher lending limits than we do, and they can offer more products and services and better afford and more effectively use media advertising, support services and electronic technology than we
can. Also, larger competitors may be able to price loans and deposits more aggressively than we do. While we believe we compete effectively with other financial institutions, we may face a competitive disadvantage as a result of our size, lack of
geographic diversification and inability to spread marketing costs across a broader market. Although we compete by concentrating our marketing efforts in our primary markets with local advertisements, personal contacts and greater flexibility and
responsiveness in working with local customers, we cannot assure you that we will continue to be an effective competitor in our banking markets.



|· |  | We rely on dividends from the Bank for substantially all of our revenue.
|- |  | ------------------------------------------------------------------------



We receive substantially all of our revenue as dividends from the
Bank. As described under Item 1. Business - Supervision and Regulation, federal and state regulations limit the amount of dividends that the Bank may pay to us. If the Bank becomes unable to pay dividends to us, then we may not be
able to service our debt, pay our other obligations or pay dividends on our common stock and the Series A Preferred Stock we have sold to Treasury. Accordingly, our inability to receive dividends from the Bank could also have a material adverse
effect on our business, financial condition and results of operations and the value of your investment in our common stock.



|· |  | We depend on the services of our current management team.
|- |  | ---------------------------------------------------------



Our operating results and ability to adequately manage our growth and minimize loan losses are highly dependent on the
services, managerial abilities and performance of our executive officers. Smaller banks, like us, sometimes find it more difficult to attract and retain experienced management personnel than larger banks. We currently have an experienced management
team that our Board of Directors believes is capable of managing and growing the Bank. However, changes in key personnel and their responsibilities may disrupt our business and could have a material adverse effect on our business, operating results
and financial condition. Our current President and Chief Executive Officer, who has guided our business since 1995, has announced that he will retire during 2009. Our Board of Directors has not yet selected his replacement.



20



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Risks Relating to Our Common Stock



|· |  | The price of our common stock may fluctuate significantly, and this may make it difficult for you to resell our common stock when you want or at prices you
find attractive.
|- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------



We cannot predict
how or at what prices our common stock will trade in the future. The market value of our common stock will likely continue to fluctuate in response to a number of factors including the following, most of which are beyond our control, as well as
the other factors described in this Risk Factors section:



| | · |  | actual or anticipated quarterly fluctuations in our operating and financial results;
| | - |  | ------------------------------------------------------------------------------------



| | · |  | changes in financial estimates and recommendations by financial analysts;
| | - |  | -------------------------------------------------------------------------



| | · |  | actions of our current shareholders, including sales of common stock by existing shareholders and our directors and executive officers;
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------



| | · |  | fluctuations in the stock price and operating results of our competitors;
| | - |  | -------------------------------------------------------------------------



| | · |  | regulatory developments; and
| | - |  | ----------------------------



| | · |  | developments related to the financial services industry.
| | - |  | --------------------------------------------------------



The market value of and trading in our common stock also is affected by conditions (including price and trading fluctuations) affecting the financial
markets in general, and in the market for the stocks of financial services companies in particular. These conditions may result in volatility in the market prices of stocks generally and, in turn, our common stock. Also, market conditions may
result in sales of substantial amounts of our common stock in the market. In each case, market conditions could affect the market price of our stock in a way that is unrelated or disproportionate to changes in our operating performance.



|· |  | The trading volume in our common stock has been low, and the sale of a substantial number of shares in the public market could depress the price of our stock
and make it difficult for you to sell your shares.
|- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Our common stock is listed on the NASDAQ Global Market, but it has a relatively low average daily trading volume relative to many other stocks. Thinly traded stock can be more volatile than stock trading in an active
public market, which can lead to significant price swings even when a relatively small number of shares are being traded and limit an investors ability to quickly sell blocks of stock. We cannot predict what effect future sales of our common
stock in the market, or the availability of shares of our common stock for sale in the market, will have on the market price of our common stock.



Of the shares of our common stock beneficially owned by our directors and executive officers, in excess of 10% of our outstanding shares are held by an
estate. We cannot predict the timing or amount of sales, if any, of those shares in the public markets or the effects any such sales may have on the trading price of our common stock.



|· |  | Our management beneficially owns a substantial percentage of our common stock, so our directors and executive officers can significantly affect voting results
on matters voted on by our shareholders.
|- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Our current directors and executive officers, as a group, beneficially own a significant percentage of our outstanding common stock, much of which is held by an estate of which one of our directors serves as a co-executor. Because of their
voting rights, in matters put to a vote of our shareholders it could be difficult for any group of our other shareholders to defeat a proposal favored by our management (including the election of one or more of our directors) or to approve a
proposal opposed by management.



|· |  | The securities purchase agreement between us and Treasury limits our ability to pay dividends on and repurchase our common stock.
|- |  | ---------------------------------------------------------------------------------------------------------------------------------



The securities purchase agreement
between us and Treasury provides that prior to the earlier of January 16, 2012, and the date on which all of the shares of Series A Preferred Stock held by Treasury have been redeemed by us or transferred by Treasury to third parties, we may
not, without the consent of Treasury:



| | · |  | increase the cash dividend on our common stock; or
| | - |  | --------------------------------------------------



21



---

| | · |  | subject to limited exceptions, redeem, repurchase or otherwise acquire shares of our common stock or preferred stock (other than the Series A Preferred Stock) or
trust preferred securities.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



In addition, we
are unable to pay any dividends on our common stock unless we are current in our dividend payments on the Series A Preferred Stock. These restrictions, together with the potentially dilutive impact of the warrant described in the next risk
factor, could have a negative effect on the value of our common stock. Moreover, holders of our common stock are entitled to receive dividends only when, as and if declared by our Board of Directors. Although we have historically paid cash
dividends on our common stock, we are not required to do so and our Board of Directors could reduce or eliminate our common stock dividend in the future.



|· |  | Our outstanding Series A Preferred Stock affects net income available to our common shareholders and earnings per common share, and the warrant we issued to
Treasury may be dilutive to holders of our common stock.
|- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



The dividends declared on our Series A Preferred Stock will reduce the net income available to common shareholders and our earnings per common share. The Series A Preferred Stock will also receive preferential
treatment in the event of liquidation, dissolution or winding up of our company. Additionally, the ownership interest of the existing holders of our common stock will be diluted to the extent the warrant we issued to Treasury in conjunction
with the sale to Treasury of Series A Preferred Stock is exercised. The shares of common stock underlying the warrant represent approximately 4.85% of the shares of our common stock outstanding as of March 6, 2009 (including the shares issuable
upon exercise of the warrant). Although Treasury has agreed not to vote any of the shares of common stock it receives upon exercise of the warrant, a transferee of any portion of the warrant or of any shares of common stock acquired upon
exercise of the warrant is not bound by this restriction.



Item 1B.    Unresolved Staff Comments

---



Not applicable.



22



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Item 2.    Properties

---



Our offices are located in the Banks corporate
offices in Engelhard, North Carolina, and we do not own or lease any separate properties. The Bank maintains 24 branch offices, 21 of which are owned by the Bank, and three of which are leased from unaffiliated third parties. The following table
contains information about our branch offices.



|                                       |  |                                       |  |              |  |                                           
|-------------------------------------- |  | ------------------------------------- |  | ------------ |  | ------------------------------------------
|Office location                        |  | Opening date oforiginal bankingoffice |  | Owned/Leased |  | Date currentfacility builtor purchased (1)
|35050 Hwy 264 Engelhard, NC            |  | January 1920                          |  | Owned        |  | 2004                                      
|                                       |  |                                       | 
|80 Main and Pearl St. Swan Quarter, NC |  | March 1935                            |  | Owned (2)    |  | 1975                                      
|                                       |  |                                       | 
|204 Scuppernong Dr. Columbia, NC       |  | December 1936                         |  | Owned (2)    |  | 1975                                      
|                                       |  |                                       | 
|7th St. & Hwy. 64 Creswell, NC         |  | January 1963                          |  | Owned        |  | 1963                                      
|                                       |  |                                       | 
|205 Virginia Dare Rd. Manteo, NC       |  | June 1969                             |  | Owned        |  | 1999                                      
|                                       |  |                                       | 
|2721 S Croatan Hwy. Nags Head, NC      |  | April 1971                            |  | Owned (2)    |  | 1974                                      
|                                       |  |                                       | 
|State Hwy. 12 Hatteras, NC             |  | April 1973                            |  | Owned (2)    |  | 1980                                      
|                                       |  |                                       | 
|6839 N.C. Hwy. 94 Fairfield, NC        |  | June 1973                             |  | Owned (2)    |  | 1973                                      
|                                       |  |                                       | 
|Hwy. 12 Ocracoke, NC                   |  | May 1978                              |  | Owned        |  | 1978                                      
|                                       |  |                                       | 
|Hwy. 158 & Juniper Tr. Kitty Hawk, NC  |  | May 1984                              |  | Owned (3)    |  | 2006                                      
|                                       |  |                                       | 
|1001 Red Banks Rd. Greenville, NC      |  | August 1989                           |  | Owned        |  | 1990                                      
|                                       |  |                                       | 
|2400 Stantonsburg Rd. Greenville, NC   |  | June 1995                             |  | Owned        |  | 1995                                      
|                                       |  |                                       | 
|NC Hwy. 12 Avon, NC                    |  | June 1997                             |  | Leased (4)   |  |                                          
|                                       |  |                                       | 
|2878 Caratoke Hwy. Currituck, NC       |  | January 1998                          |  | Owned        |  | 2001                                      
|                                       |  |                                       | 
|1418 Carolina Ave. Washington, NC      |  | May 1999                              |  | Leased (4)   |  |                                          
|                                       |  |                                       | 
|1801 S Glenburnie Rd. New Bern, NC     |  | August 2000                           |  | Owned        |  | 1996                                      
|                                       |  |                                       | 
|1103 Harvey Point Road Hertford, NC    |  | October 2000                          |  | Owned (5)    |  | 2006                                      
|                                       |  |                                       | 
|403 East Blvd. Williamston, NC         |  | May 2003                              |  | Owned        |  | 2003                                      
|                                       |  |                                       | 
|168 Hwy. 24 Morehead City, NC          |  | January 2004                          |  | Owned        |  | 2004                                      



23



---

|                                               |  |                                     |  |              |  |                                           
|---------------------------------------------- |  | ----------------------------------- |  | ------------ |  | ------------------------------------------
|Office location                                |  | Openingdate oforiginalbankingoffice |  | Owned/Leased |  | Date currentfacility builtor purchased (1)
|1724 Eastwood Rd. Wilmington, NC               |  | June 2004                           |  | Owned        |  | 2004                                      
|                                               |  |                                     | 
|100 Causeway Drive Unit 4 Ocean Isle Beach, NC |  | May 2007                            |  | Leased (4)   |  |                                          
|                                               |  |                                     | 
|1221 Portertown Rd. Greenville, NC             |  | July 2007                           |  | Owned        |  | 2007                                      
|                                               |  |                                     | 
|3810 S. Memorial Dr. Winterville, NC           |  | July 2007                           |  | Owned        |  | 2007                                      
|                                               |  |                                     | 
|1101 New Pointe Blvd. Leland, NC               |  | July 2008                           |  | Owned        |  | 2008                                      

---

|(1) |  | Includes only facilities owned by the Bank.
|--- |  | -------------------------------------------

|(2) |  | Leased from the Banks subsidiary, ECB Realty, Inc. until February 2, 2007. ECB Realty, Inc. was merged into the Bank on that date and the Bank acquired title to the
property.
|--- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(3) |  | Constructed by the Bank and first occupied during February 2006 to replace a facility previously leased from ECB Realty, Inc.
|--- |  | -----------------------------------------------------------------------------------------------------------------------------

|(4) |  | Leased from a third party.
|--- |  | --------------------------

|(5) |  | Constructed by the Bank and first occupied during January 2006 to replace a facility previously leased from a third party.
|--- |  | --------------------------------------------------------------------------------------------------------------------------



The Bank owns a vacant property in each of Jacksonville, Wilmington, New Bern
and Grandy, North Carolina, as sites for future branch offices.



All the Banks existing branch offices are in good condition and fully equipped for the Banks purposes. At December 31, 2008, our consolidated investment in premises and banking equipment (cost less accumulated depreciation)
was approximately $25.7 million.



Item 3.    Legal Proceedings

---



From time to time we may become involved in legal proceedings in the ordinary course of our business. However, subject to the uncertainties inherent in
any litigation, we believe that, at December 31, 2008 there was no pending or threatened proceedings that are likely to result in a material adverse change in our financial condition or operating results.



Item 4.    Submission of Matters to a Vote of
Security Holders

---



A Special Meeting of Shareholders was held on December 23, 2008. At the Special Meeting, our shareholders voted on and approved a proposal to amend our Articles of Incorporation to authorize the issuance of a new class of capital stock
consisting of 2,000,000 shares of $0.01 par value preferred stock, and to authorize the Board of Directors to issue shares of the new class from time to time, to create series thereof, and to determine the designations, terms, relative rights,
preferences and limitations of those shares, or of shares within each series, at the time of issuance, all by its resolution, and without further approval of shareholders.



The voting results on the proposed charter amendment were as follows:



|                                  |  |          
|--------------------------------- |  | ---------
|shares voted for the proposal     |  | 1,065,080
|shares voted against the proposal |  | 569,687  
|shares abstaining from voting     |  | 35,529   
|broker non-votes                  |  | none     



24



---

PART II



Item 5.    Market for Registrants Common Equity; Related Stockholder Matters and Issuer Purchases of Equity Securities

---



Our
common stock was listed on The NASDAQ Global Market on July 3, 2006, under the trading symbol ECBE. Prior to that date, it was listed on The NASDAQ Capital Market. The following table lists the high and low sales prices for our
common stock as reported by The Nasdaq Stock Market, and cash dividends declared on our common stock for the periods indicated.



|            |  |                   |       |                                 |   |       |  |   |       
|----------- |  | ----------------- | ----- | ------------------------------- | - | ----- |  | - | ------
|            |  | Sales Price Range |       | Cash DividendDeclared Per Share
|Quarter     |  | High              |       | Low                             |  
|2008 Fourth |  | $                 | 23.50 |                                 | $ | 14.30 |  | $ | 0.1825
|Third       |  |                   | 25.01 |                                 |   | 20.29 |  |   | 0.1825
|Second      |  |                   | 27.49 |                                 |   | 23.00 |  |   | 0.1825
|First       |  |                   | 27.00 |                                 |   | 22.00 |  |   | 0.1825
|2007 Fourth |  | $                 | 27.60 |                                 | $ | 21.00 |  | $ | 0.175 
|Third       |  |                   | 30.99 |                                 |   | 23.52 |  |   | 0.175 
|Second      |  |                   | 34.26 |                                 |   | 29.25 |  |   | 0.175 
|First       |  |                   | 33.67 |                                 |   | 31.70 |  |   | 0.175 



On March 6, 2009,
there were approximately 661 record holders of our common stock. We believe the number of beneficial owners of our common stock is greater than the number of record holders because a large amount of our common stock is held of record through
brokerage firms in street name.



Under North
Carolina law, we are authorized to pay dividends as declared by our Board of Directors, provided that no such distribution results in our insolvency on a going concern or balance sheet basis. We have paid cash dividends since we were incorporated
during 1998, and we intend to continue to pay dividends on a quarterly basis. However, although we are a legal entity separate and distinct from the Bank, our principal source of funds with which we can pay dividends to our shareholders is dividends
we receive from the Bank. For that reason, our ability to pay dividends effectively is subject to the limitations that apply to the Bank.



In general, the Bank may pay dividends only from its undivided profits. However, if its surplus is less than 50% of its paid-in capital stock, the
Banks directors may not declare any cash dividend until it has transferred to surplus 25% of its undivided profits or any lesser percentage necessary to raise its surplus to an amount equal to 50% of its paid-in capital stock. The Banks
ability to pay dividends to us is subject to other regulatory restrictions. (See Supervision and RegulationDividends under Item 1. Business.)



Our sale of Series A Preferred Stock to the U.S. Treasury during January 2009 under the TARP Capital Purchase Program
resulted in additional restrictions on our ability to pay dividends on our common stock and to repurchase shares of our common stock. Unless all accrued dividends on the Series A Preferred Stock have been paid in full, (1) no dividends may be
declared or paid on our common stock, and (2) we may not repurchase any of our outstanding common stock. Additionally, until January 16, 2012, we are required to obtain the consent of the U.S. Treasury in order to declare or pay any
dividend or make any distribution on our common stock other than regular quarterly cash dividends of not more than $0.1825 per share, or, subject to certain exceptions, repurchase shares of our common stock unless we have redeemed all of the Series
A Preferred Stock or the U.S. Treasury has transferred all of those shares to third parties.



In the future, in addition to the restrictions discussed above, our ability to declare and pay cash dividends on our common stock will be subject to evaluation by our Board of Directors of our and the Banks
operating results, capital levels, financial condition, future growth plans, general business and economic conditions, and other relevant considerations. We cannot assure you that we will continue to pay cash dividends on any particular schedule or
that we will not reduce the amount of dividends we pay in the future.



25



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The following table contains information regarding repurchases of shares of our outstanding common stock
during the fourth quarter of 2008.



Issuer Repurchases of
Equity Securities



|                                   |  |                                   |  |                                  |       |                                                                                    |        |                                                                                   |        
|---------------------------------- |  | --------------------------------- |  | -------------------------------- | ----- | ---------------------------------------------------------------------------------- | ------ | --------------------------------------------------------------------------------- | -------
|Period                             |  | (a)Total Numberof SharesPurchased |  | (b)AveragePrice PaidPer Share(1) |       | (c)Total Number ofShares Purchasedas Part of PubliclyAnnouncedPlans or Programs(2) |        | (d)Maximum Number ofShares That May Yet BePurchased Under thePlans or
Programs(2)
|Month #1 10/01/08 through 10/31/08 |  | 41,207                            |  | $                                | 20.06 |                                                                                    | 41,207 |                                                                                   | 103,793
|Month #2 11/01/08 through 11/30/08 |  | 2,300                             |  |                                  | 19.00 |                                                                                    | 2,300  |                                                                                   | 101,493
|Month #3 12/01/08 through 12/31/08 |  |                                  |  |                                  |      |                                                                                    |       |                                                                                   | 101,493
|Total                              |  | 43,507                            |  | $                                | 20.01 |                                                                                    | 43,507 |                                                                                   | 101,493

---

|(1) |  | Reflects weighted average price paid per share.
|--- |  | -----------------------------------------------

|(2) |  | On September 19, 2007, we announced that our Board of Directors had authorized our repurchase of up to 146,000 shares of our outstanding common stock and our adoption of a
stock trading plan under Rule 10b5-1 of the Securities and Exchange Act of 1934. That authorization expired in September 2008 and, on September 16, 2008 our Board renewed its approval for the repurchase of up to 145,000 shares of our common
stock during the following twelve months and we entered into a new stock trading plan. The shares may be purchased from time to time in open market transactions or solicited or unsolicited privately negotiated transactions, subject to factors such
as stock price, our operating results and financial condition, general economic and market conditions, and our available cash. The Boards actions approving share repurchases and the stock trading plans did not obligate us to acquire any
particular amount of shares, and purchases could be suspended or discontinued at any time at our discretion. On January 16, 2009 we sold shares of our Series A Preferred Stock to the US Treasury pursuant to the TARP Capital Purchase Program.
The terms of that transaction restrict our ability to repurchase shares of our common stock. Prior to January 16, 2012, unless we have redeemed all the preferred stock issued to the U.S. Treasury or unless the U.S. Treasury has transferred all
the preferred stock to a third party, the consent of the U.S. Treasury will be required for us to repurchase our common stock in an aggregate amount greater than the increase in the number of diluted shares outstanding (as reported in our Quarterly
Report on Form 10-Q for the three months ended September 30, 2008) resulting from the grant, vesting or exercise of equity-based compensation to employees and equitably adjusted for any stock split, stock dividend, reverse stock split,
reclassification or similar transaction.
|--- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



26



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The following information is being furnished for purposes of Rule 14a-3. It is not deemed to be
filed with

the Securities and Exchange Commission or to be incorporated by reference into any filing under

the Securities Act of 1933 or the Securities Exchange Act of 1934, except to the extent

that we specifically incorporate it by reference into such a filing.



The following graph compares the cumulative total shareholder return (CTSR) on our common stock during the previous five
years with the CTSR over the same measurement period of the Nasdaq Composite index and the SNL Bank NASDAQ index. Each trend line assumes that $100 was invested on December 31, 2003, and that dividends were reinvested for additional shares.



LOGO



|                      |  |          |  |               |  |          |  |          |  |          |  |         
|--------------------- |  | -------- |  | ------------- |  | -------- |  | -------- |  | -------- |  | --------
|                      |  |          |  | Period Ending |  |         
|Index                 |  | 12/31/03 |  | 12/31/04      |  | 12/31/05 |  | 12/31/06 |  | 12/31/07 |  | 12/31/08
|ECB Bancorp, Inc.     |  | 100.00   |  | 104.67        |  | 98.36    |  | 121.66   |  | 97.84    |  | 63.23   
|NASDAQ Composite      |  | 100.00   |  | 108.59        |  | 110.08   |  | 120.56   |  | 132.39   |  | 78.72   
|SNL Bank NASDAQ Index |  | 100.00   |  | 114.61        |  | 111.12   |  | 124.75   |  | 97.94    |  | 71.13   



27



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Item 6.    Selected Financial Data

---



The following table contains summary
historical consolidated financial information from our consolidated financial statements. You should read it in conjunction with our audited year end consolidated financial statements, including the related notes, and Managements
Discussion and Analysis of Financial Condition and Results of Operations which are included elsewhere in this report.



|                                                      |  |                                               |           |   |      |   |           |      |  |   |           |   |  |      |           |   |  |   |           |  
|----------------------------------------------------- |  | --------------------------------------------- | --------- | - | ---- | - | --------- | ---- |  | - | --------- | - |  | ---- | --------- | - |  | - | --------- | -
|                                                      |  | At or for the Year Ended December 31,         |          
|                                                      |  | 2008                                          |           |   | 2007 |   |           | 2006 |  |   | 2005      |   |  | 2004 |          
|                                                      |  | (Dollars in thousands, except per share data) |          
|Income Statement Data:                                |  |                                               |           |   |      |   |           |      |  |   |           |   |  |      |           |   |  |   |           |  
|Net interest income                                   |  | $                                             | 20,514    |   |      | $ | 20,548    |      |  | $ | 20,697    |   |  | $    | 18,952    |   |  | $ | 16,822    |  
|Provision for loan losses                             |  |                                               | 2,450     |   |      |   | (99       | )    |  |   | 351       |   |  |      | 757       |   |  |   | 804       |  
|Non-interest income                                   |  |                                               | 6,568     |   |      |   | 6,186     |      |  |   | 6,183     |   |  |      | 6,225     |   |  |   | 4,802     |  
|Non-interest expense                                  |  |                                               | 20,633    |   |      |   | 20,344    |      |  |   | 18,537    |   |  |      | 17,465    |   |  |   | 15,515    |  
|Provision for income taxes                            |  |                                               | 580       |   |      |   | 1,677     |      |  |   | 2,410     |   |  |      | 2,102     |   |  |   | 2,025     |  
|Net income                                            |  |                                               | 3,419     |   |      |   | 4,812     |      |  |   | 5,582     |   |  |      | 4,853     |   |  |   | 3,280     |  
|                                                      |  |                                               |           |   |     
|Per Share Data and Shares Outstanding:                |  |                                               |           |   |      |   |           |      |  |   |           |   |  |      |           |   |  |   |           |  
|Basic net income(1)                                   |  | $                                             | 1.19      |   |      | $ | 1.65      |      |  | $ | 2.07      |   |  | $    | 2.41      |   |  | $ | 1.63      |  
|Diluted net income(1)                                 |  |                                               | 1.18      |   |      |   | 1.65      |      |  |   | 2.05      |   |  |      | 2.37      |   |  |   | 1.60      |  
|Cash dividends declared                               |  |                                               | 0.73      |   |      |   | 0.70      |      |  |   | 0.68      |   |  |      | 0.64      |   |  |   | 0.57      |  
|Book value at period end                              |  |                                               | 23.89     |   |      |   | 22.88     |      |  |   | 21.64     |   |  |      | 16.94     |   |  |   | 15.74     |  
|Weighted-average number of common shares outstanding: |  |                                               |           |   |      |   |           |      |  |   |           |   |  |      |           |   |  |   |           |  
|Basic                                                 |  |                                               | 2,884,396 |   |      |   | 2,908,371 |      |  |   | 2,700,663 |   |  |      | 2,014,879 |   |  |   | 2,016,680 |  
|Diluted                                               |  |                                               | 2,889,016 |   |      |   | 2,914,352 |      |  |   | 2,724,717 |   |  |      | 2,046,129 |   |  |   | 2,044,201 |  
|Shares outstanding at period end                      |  |                                               | 2,844,489 |   |      |   | 2,920,769 |      |  |   | 2,902,242 |   |  |      | 2,040,042 |   |  |   | 2,038,242 |  
|                                                      |  |                                               |           |   |     
|Balance Sheet Data:                                   |  |                                               |           |   |      |   |           |      |  |   |           |   |  |      |           |   |  |   |           |  
|Total assets                                          |  | $                                             | 841,851   |   |      | $ | 643,889   |      |  | $ | 624,070   |   |  | $    | 547,686   |   |  | $ | 501,890   |  
|Loans receivable                                      |  |                                               | 538,836   |   |      |   | 454,198   |      |  |   | 417,943   |   |  |      | 386,786   |   |  |   | 329,530   |  
|Allowance for loan losses                             |  |                                               | 5,931     |   |      |   | 4,083     |      |  |   | 4,725     |   |  |      | 4,650     |   |  |   | 4,300     |  
|Other interest-earning assets                         |  |                                               | 244,470   |   |      |   | 133,970   |      |  |   | 151,555   |   |  |      | 107,583   |   |  |   | 115,178   |  
|Total deposits                                        |  |                                               | 629,152   |   |      |   | 526,361   |      |  |   | 512,249   |   |  |      | 465,208   |   |  |   | 411,133   |  
|Borrowings                                            |  |                                               | 83,716    |   |      |   | 43,174    |      |  |   | 41,415    |   |  |      | 41,908    |   |  |   | 54,317    |  
|Shareholders equity                                  |  |                                               | 67,943    |   |      |   | 66,841    |      |  |   | 62,793    |   |  |      | 34,565    |   |  |   | 32,077    |  
|                                                      |  |                                               |           |   |     
|Selected Performance Ratios:                          |  |                                               |           |   |      |   |           |      |  |   |           |   |  |      |           |   |  |   |           |  
|Return on average assets                              |  |                                               | 0.47      | % |      |   | 0.77      | %    |  |   | 0.96      | % |  |      | 0.93      | % |  |   | 0.68      | %
|Return on average shareholders equity                |  |                                               | 5.14      |   |      |   | 7.48      |      |  |   | 10.13     |   |  |      | 14.56     |   |  |   | 10.51     |  
|Net interest margin(2)                                |  |                                               | 3.16      |   |      |   | 3.75      |      |  |   | 4.04      |   |  |      | 4.16      |   |  |   | 4.04      |  
|Efficiency ratio(3)                                   |  |                                               | 73.91     |   |      |   | 73.44     |      |  |   | 67.06     |   |  |      | 67.30     |   |  |   | 69.38     |  
|                                                      |  |                                               |           |   |     
|Asset Quality Ratios:                                 |  |                                               |           |   |      |   |           |      |  |   |           |   |  |      |           |   |  |   |           |  
|Nonperforming loans to period-end loans               |  |                                               | 1.85      | % |      |   | 0.10      | %    |  |   | 0.04      | % |  |      | 0.02      | % |  |   | 0.03      | %
|Allowance for loan losses to period-end loans         |  |                                               | 1.10      |   |      |   | 0.90      |      |  |   | 1.13      |   |  |      | 1.20      |   |  |   | 1.30      |  
|Allowance for loan losses to nonperforming loans      |  |                                               | 59.42     |   |      |   | 876.92    |      |  |   | 2,567.93  |   |  |      | 7,153.85  |   |  |   | 4,174.76  |  
|Nonperforming assets to total assets(4)               |  |                                               | 1.63      |   |      |   | 0.08      |      |  |   | 0.07      |   |  |      | 0.01      |   |  |   | 0.03      |  
|Net loan charge-offs to average loans outstanding     |  |                                               | 0.12      |   |      |   | 0.13      |      |  |   | 0.01      |   |  |      | 0.08      |   |  |   | 0.02      |  
|                                                      |  |                                               |           |   |     
|Capital Ratios:                                       |  |                                               |           |   |      |   |           |      |  |   |           |   |  |      |           |   |  |   |           |  
|Equity-to-assets ratio(5)                             |  |                                               | 8.07      | % |      |   | 10.38     | %    |  |   | 10.06     | % |  |      | 6.31      | % |  |   | 6.39      | %
|Leverage capital ratio(6)                             |  |                                               | 8.65      |   |      |   | 10.66     |      |  |   | 12.05     |   |  |      | 8.43      |   |  |   | 8.43      |  
|Tier 1 capital ratio(6)                               |  |                                               | 10.83     |   |      |   | 12.94     |      |  |   | 15.08     |   |  |      | 10.32     |   |  |   | 10.86     |  
|Total capital ratio(6)                                |  |                                               | 11.80     |   |      |   | 13.72     |      |  |   | 16.04     |   |  |      | 11.36     |   |  |   | 11.96     |  

---

|(1) |  | Per share amounts are computed based on the weighted-average number of shares outstanding during each period.
|--- |  | -------------------------------------------------------------------------------------------------------------

|(2) |  | Net interest margin is net interest income divided by average interest earning assets, net of allowance for loan losses.
|--- |  | ------------------------------------------------------------------------------------------------------------------------

|(3) |  | Efficiency ratio is non-interest expense divided by the sum of net interest income and non-interest income, both as calculated on a fully taxable-equivalent basis.
|--- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(4) |  | Nonperforming assets consist of the aggregate amount of any non-accruing loans, loans past due greater than 90 days and still accruing interest, restructured loans, repossessions
and foreclosed assets on each date.
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(5) |  | Equity-to-assets ratios are computed based on total shareholders equity and total assets at each period end.
|--- |  | -------------------------------------------------------------------------------------------------------------

|(6) |  | These ratios are described in Item 1 under the captions Supervision and RegulationCapital Adequacy and Prompt Corrective Action.
|--- |  | --------------------------------------------------------------------------------------------------------------------------------------



28



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Item 7.    Managements Discussion and Analysis of Financial Condition
and Results of Operations.

---



This section presents managements discussion and analysis of our financial condition and results of operations. You should read the discussion in conjunction with our financial statements and related notes
included elsewhere in this report. This discussion contains forward-looking statements that involve risks and uncertainties. Our actual results could differ significantly from those described in these forward-looking statements as a result of
various factors. This discussion is intended to assist in understanding our financial condition and results of operations.



Executive Summary



ECB Bancorp, Inc. is a bank holding company headquartered in Engelhard, North Carolina. Our wholly-owned subsidiary, The East Carolina Bank (the
Bank), is a state-chartered community bank that was founded in 1919. For the purpose of this discussion, we, us and our refers to the Bank and the bank holding company as a single, consolidated entity
unless the context otherwise indicates.



Our consolidated
assets increased 30.8% to $841.9 million on December 31, 2008, from $643.9 million at year-end 2007. Our loan portfolio increased 18.6% to $538.8 million at December 31, 2008, from loans of $454.2 million at year-end 2007 while deposits
increased 19.5% to $629.2 million at year-end 2008 from $526.4 million at year-end 2007. Total shareholders equity was approximately $67.9 million at year-end 2008.



In 2008, our net income was $3.4 million or $1.19 basic and $1.18 diluted earnings per share, compared to net income of $4.8 million or
$1.65 basic and $1.65 diluted earnings per share for the year ended December 31, 2007. The 2008 net income represents a decrease of $1.4 million over reported 2007 net income mainly due to an increase in provision for loan loss expense.



Critical Accounting Policies



Our significant accounting policies are set forth in Note 1 to our audited
consolidated financial statements included in Item 8 of this report. Of these significant accounting policies, we consider our policy regarding the allowance for loan losses to be our most critical accounting policy, because it requires
managements most subjective and complex judgments. In addition, changes in economic conditions can have a significant impact on the allowance for loan losses and, therefore, the provision for loan losses and results of operations. We have
developed policies and procedures for assessing the adequacy of the allowance for loan losses, recognizing that this process requires a number of assumptions and estimates with respect to our loan portfolio. Our assessments may be impacted in future
periods by changes in economic conditions, the results of regulatory examinations, and the discovery of information with respect to borrowers that is not currently known to management. For additional discussion concerning our allowance for loan
losses and related matters, see Allowance for Loan Losses and Nonperforming Assets and Past Due Loans.



We also consider our determination of retirement plans and other postretirement benefit plans to be a critical accounting estimate as it requires the use
of estimates and judgments related to the amount and timing of expected future cash out-flows for benefit payments and cash in-flows for maturities and return on plan assets. Our retirement plans and other postretirement benefit plans are
actuarially determined based on assumptions on the discount rate, estimated future return on plan assets and the health care cost trend rate. Changes in estimates and assumptions related to mortality rates and future health care costs could have a
material impact to our financial condition or results of operations. The discount rate is used to determine the present value of future benefit obligations and the net periodic benefit cost. The discount rate used to value the future benefit
obligation as of each year-end is the rate used to determine the periodic benefit cost in the following year. For additional discussion concerning our retirement plans and other postretirement benefits refer to Note 8 of our consolidated financial
statements.



Results of Operations for the Years Ended December 31,
2008, 2007 and 2006



In 2008, our net income was $3.4
million or $1.19 basic and $1.18 diluted earnings per share, compared to net income of $4.8 million or $1.65 basic and $1.65 diluted earnings per share for the year ended December 31, 2007. The decrease in earnings is primarily due to an
increase in provision for loan loss expense.



29



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The following table shows return on assets (net income divided by average assets), return on equity (net
income divided by average shareholders equity), dividend payout ratio (dividends declared per share divided by net income per share) and shareholders equity to assets ratio (average shareholders equity divided by average total
assets) for each of the years presented.



|                               |  |                        |   |  |       |   |  |       |  
|------------------------------ |  | ---------------------- | - |  | ----- | - |  | ----- | -
|                               |  | Year EndedDecember 31, |  
|                               |  | 2008                   |   |  | 2007  |   |  | 2006  |  
|Return on assets               |  | 0.47                   | % |  | 0.77  | % |  | 0.96  | %
|Return on equity               |  | 5.14                   |   |  | 7.48  |   |  | 10.13 |  
|Dividend payout                |  | 61.34                  |   |  | 42.42 |   |  | 32.85 |  
|Shareholders equity to assets |  | 9.13                   |   |  | 10.34 |   |  | 9.47  |  



Our performance in
2008 reflects the continued execution of our core strategies: (1) grow the loan portfolio while maintaining high asset quality; (2) grow core deposits; (3) increase non-interest income; (4) control expenses; and (5) make
strategic investments in new and existing communities that will result in increased shareholder value. We continued to make strategic investments in our future as we completed construction on one branch that opened in 2008.



Net Interest Income



Net interest income (the difference between the interest earned on assets, such as loans and investment securities and the
interest paid on liabilities, such as deposits and other borrowings) is our primary source of operating income. The level of net interest income is determined primarily by the average balances (volume) of interest-earning assets and our
interest-bearing liabilities and the various rate spreads between our interest-earning assets and interest-bearing liabilities. Changes in net interest income from period to period result from increases or decreases in the volume of interest-earning
assets and interest-bearing liabilities, increases or decreases in the average interest rates earned and paid on such assets and liabilities, the ability to manage the interest-earning asset portfolio, and the availability of particular sources of
funds, such as non-interest-bearing deposits.



The banking
industry uses two key ratios to measure profitability of net interest income: net interest rate spread and net interest margin. The net interest rate spread measures the difference between the average yield on earning assets and the average rate
paid on interest-bearing liabilities. The net interest rate spread does not consider the impact of non-interest-bearing deposits and gives a direct perspective on the effect of market interest rate movements. The net interest margin is defined as
net interest income as a percentage of total average earning assets and takes into account the positive effects of investing non-interest-bearing deposits in earning assets.



Our net interest income for the year ended December 31, 2008 was $20.5 million, flat when compared to net interest
income of $20.5 million for the year ended December 31, 2007. Our net interest margin, on a tax-equivalent basis, for 2008 was 3.16% compared to 3.75% for 2007. The decrease in our net interest margin is the result of decreased yields on our
loan portfolio and increased competitive pricing for money market accounts and certificates of deposits. Our net interest rate spread, on a tax-equivalent basis, for 2008 was 2.63% compared to 2.95% for 2007. As a result of interest rate cuts by the
Federal Reserve loan rates decreased more than rates paid on our interest-bearing liabilities. The spread decreased by thirty-two basis points as the change in the rates paid on interest-bearing liabilities was thirty-two basis points less than the
change in yields earned on interest-earning assets for the year.



Total interest income decreased $644 thousand or 1.6% to $39.3 million in 2008 compared to $40.0 million in interest income in 2007. Increases in our average earning assets of $106.5 million in 2008 when compared to 2007 resulted in
$6.8 million increase in interest income from 2007 to 2008 but this was offset by a decrease in interest income of $7.4 million from a decline in yields. We funded the increases in interest-earning assets primarily with certificates of deposit
and Federal Home Loan Bank advances. The tax equivalent yield on average earning assets decreased 1.24 basis points during 2008.



The effect of variances in volume and rate on interest income and interest expense is illustrated in the table titled Change in Interest Income and
Expense on Tax Equivalent Basis. We attribute the decrease in the yield on our earning assets to the drop in short-term market interest rates. During 2008, the Federal Open Market Committee (FOMC)



30



---

decreased short-term rates 325 to 350 basis points from 3.50% to a range of 0.00% to 0.25%. Approximately $265.0 million or 49.2% of our loan portfolio
consists of variable rate loans that adjust with the movement of the prime rate. As a result, composite yield on our loans decreased approximately 162 basis points for the year ended December 31, 2008 compared to December 31, 2007.



Similarly, our average cost of funds for 2008 was 3.33%, a
decrease of 92 basis points when compared to 4.25% for 2007. The average cost on Bank certificates of deposit decreased 93 basis points from 5.02% paid in 2007 to 4.09% paid in 2008, while our average cost of borrowed funds decreased 245 basis
points during 2008 compared to 2007. Part of the borrowing cost decrease was because on June 26, 2007, we redeemed all of our higher cost trust preferred securities ($10.3 million), originally issued June 26, 2002 which bore an interest
rate of 3.45% over the three month LIBOR rate, with lower cost funding sources.



Total interest expense decreased $610 thousand or 3.1% to $18.8 million in 2008 from $19.4 million in 2007, primarily the result of decreased market rates paid on Bank certificates of deposit. The volume of average
interest-bearing liabilities increased approximately $107.1 million when comparing 2008 with that of 2007. The decrease to interest expense resulting from decreased rates on all interest-bearing liabilities was $4.3 million and the increase
attributable to higher volumes of interest-bearing liabilities was $3.7 million.



Throughout 2009, we believe our net interest margin will improve due to liabilities repricing at lower rates while our earning assets remain relatively flat. However, this expectation may not be realized and our net
interest margin could decline if competitive pressures or other factors cause us to increase our deposit rates.



Our net interest income for the year ended December 31, 2007 was $20.5 million, a decrease of $.2 million or 1.0% when compared to net interest
income of $20.7 million for the year ended December 31, 2006. Our net interest margin, on a tax-equivalent basis, for 2007 was 3.75% compared to 4.04% for 2006. The decreased net interest margin resulted from increased competitive pricing for
money market accounts and certificates of deposits. Our net interest rate spread, on a tax-equivalent basis, for 2007 was 2.95% compared to 3.36% for 2006. As a result of competitive pricing pressure the rates paid on our interest-bearing
liabilities increased more than the rates paid on our interest-earning assets. The spread decreased by forty-one basis points as the change in the rates paid on interest-bearing liabilities was forty-one basis points greater than the change in
yields earned on interest-earning assets for the period.



Total
interest income increased $3.4 million or 9.3% to $40.0 million in 2007 compared to $36.6 million in interest income in 2006. Increases in our average earning assets of $38.6 million in 2007 when compared to 2006 resulted in $2.5 million of the
increase in interest income from 2006 to 2007. We funded the increases in interest-earning assets primarily with in-market certificates of deposit. Supplementing the additional earnings from increased volumes of earning assets was the increase in
yield on earning assets. The tax equivalent yield on average earning assets increased 13 basis points during 2007 and resulted in $.9 million of the increase in interest income.



Similarly, our average cost of funds for 2007 was 4.25%, an increase of 54 basis points when compared to 3.71% for 2006. The
average cost on Bank certificates of deposit increased 60 basis points from 4.42% paid in 2006 to 5.02% paid in 2007, while our average cost of borrowed funds decreased 20 basis points during 2007 compared to 2006. Total interest expense increased
$3.5 million or 22.0% to $19.4 million in 2007 from $15.9 million in 2006; primarily the result of increased market rates paid on Bank certificates of deposit. The volume of average interest-bearing liabilities increased approximately $29.2 million
when comparing 2007 with that of 2006. The increase to interest expense resulting from increased rates on all interest-bearing liabilities was $1.9 million and the increase attributable to higher volumes of interest-bearing liabilities was $1.6
million.



31



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The following table presents an analysis of average interest-earning assets and interest-bearing
liabilities, the interest income or expense applicable to each asset or liability category and the resulting yield or rate paid.



Average Consolidated Balances and Net Interest Income Analysis



|                                                     |  |                         |         |            |      |      |                |   |                |  |            |         |  |                |   |                 |   |            |  |   |                |  |      |   |  |   |       
|---------------------------------------------------- |  | ----------------------- | ------- | ---------- | ---- | ---- | -------------- | - | -------------- |  | ---------- | ------- |  | -------------- | - | --------------- | - | ---------- |  | - | -------------- |  | ---- | - |  | - | ------
|                                                     |  | Year Ended December 31,
|                                                     |  | 2008                    |         | 2007       |      | 2006
|                                                     |  | AverageBalance          |         | Yield/Rate |      |      | Income/Expense |   | AverageBalance |  | Yield/Rate |         |  | Income/Expense |   | AverageBalances |   | Yield/Rate |  |   | Income/Expense
|                                                     |  | (Dollars in thousands) 
|Assets:                                              |  |                         |         |            |      |      |                |   |                |  |            |         |  |                |   |                 |   |            |  |   |                |  |      |   |  |   |       
|Loansnet(1)                                         |  | $                       | 499,771 |            | 6.27 | %    |                | $ | 31,345         |  | $          | 426,965 |  | 7.89           | % |                 | $ | 33,688     |  | $ | 404,676        |  | 7.73 | % |  | $ | 31,277
|Taxable securities                                   |  |                         | 125,985 |            | 5.11 |      |                |   | 6,432          |  |            | 95,325  |  | 4.74           |   |                 |   | 4,521      |  |   | 82,929         |  | 4.49 |   |  |   | 3,724 
|Nontaxable securities(2)                             |  |                         | 34,733  |            | 5.69 |      |                |   | 1,977          |  |            | 33,101  |  | 5.61           |   |                 |   | 1,856      |  |   | 29,548         |  | 5.58 |   |  |   | 1,648 
|Other investments(3)                                 |  |                         | 10,279  |            | 2.50 |      |                |   | 257            |  |            | 8,859   |  | 6.20           |   |                 |   | 549        |  |   | 8,479          |  | 5.86 |   |  |   | 497   
|                                                     |  |                         |         |            |      |      |                |   |                |  |            |         |  |                |   |                 |   |            |  |   |                |  |      |   |  |   |       
|Total interest-earning assets                        |  |                         | 670,768 |            | 5.96 |      |                |   | 40,011         |  |            | 564,250 |  | 7.20           |   |                 |   | 40,614     |  |   | 525,632        |  | 7.07 |   |  |   | 37,146
|Cash and due from banks                              |  |                         | 12,663  |            |      |      |                |   |                |  |            | 14,877  |  |                |   |                 |   |            |  |   | 17,514         |  |      |   |  |   |       
|Bank premises and equipment, net                     |  |                         | 25,255  |            |      |      |                |   |                |  |            | 24,391  |  |                |   |                 |   |            |  |   | 20,606         |  |      |   |  |   |       
|Other assets                                         |  |                         | 19,407  |            |      |      |                |   |                |  |            | 18,396  |  |                |   |                 |   |            |  |   | 17,831         |  |      |   |  |   |       
|                                                     |  |                         |         |            |      |      |                |   |                |  |            |         |  |                |   |                 |   |            |  |   |                |  |      |   |  |   |       
|Total assets                                         |  | $                       | 728,093 |            |      |      |                |   |                |  | $          | 621,914 |  |                |   |                 |   |            |  | $ | 581,583        |  |      |   |  |   |       
|                                                     |  |                         |         |            |      |      |                |   |                |  |            |         |  |                |   |                 |   |            |  |   |                |  |      |   |  |   |       
|                                                     |  |                         |         |            |      |      |                |   |               
|Liabilities and Shareholders Equity:                |  |                         |         |            |      |      |                |   |                |  |            |         |  |                |   |                 |   |            |  |   |                |  |      |   |  |   |       
|Interest-bearing deposits                            |  | $                       | 488,309 |            | 3.33 | %    |                | $ | 16,276         |  | $          | 417,675 |  | 4.10           | % |                 | $ | 17,129     |  | $ | 386,209        |  | 3.46 | % |  | $ | 13,370
|Short-term borrowings(4)                             |  |                         | 55,131  |            | 3.44 |      |                |   | 1,895          |  |            | 39,818  |  | 5.79           |   |                 |   | 2,306      |  |   | 15,826         |  | 4.83 |   |  |   | 765   
|Long-term obligations                                |  |                         | 21,120  |            | 3.10 | %    |                |   | 654            |  |            |        |  |               |   |                 |   |           |  |   | 26,223         |  | 6.69 |   |  |   | 1,754 
|                                                     |  |                         |         |            |      |      |                |   |                |  |            |         |  |                |   |                 |   |            |  |   |                |  |      |   |  |   |       
|Total interest-bearing liabilities                   |  |                         | 564,560 |            | 3.33 |      |                |   | 18,825         |  |            | 457,493 |  | 4.25           |   |                 |   | 19,435     |  |   | 428,258        |  | 3.71 |   |  |   | 15,889
|Non-interest-bearing deposits                        |  |                         | 90,031  |            |      |      |                |   |                |  |            | 94,397  |  |                |   |                 |   |            |  |   | 92,988         |  |      |   |  |   |       
|Other liabilities                                    |  |                         | 7,037   |            |      |      |                |   |                |  |            | 5,712   |  |                |   |                 |   |            |  |   | 5,234          |  |      |   |  |   |       
|Shareholders equity                                 |  |                         | 66,465  |            |      |      |                |   |                |  |            | 64,312  |  |                |   |                 |   |            |  |   | 55,103         |  |      |   |  |   |       
|                                                     |  |                         |         |            |      |      |                |   |                |  |            |         |  |                |   |                 |   |            |  |   |                |  |      |   |  |   |       
|Total liabilities and shareholders equity           |  | $                       | 728,093 |            |      |      |                |   |                |  | $          | 621,914 |  |                |   |                 |   |            |  | $ | 581,583        |  |      |   |  |   |       
|                                                     |  |                         |         |            |      |      |                |   |                |  |            |         |  |                |   |                 |   |            |  |   |                |  |      |   |  |   |       
|Net interest income and net interest margin (FTE)(5) |  |                         |         |            | 3.16 | %    |                | $ | 21,186         |  |            |         |  | 3.75           | % |                 | $ | 21,179     |  |   |                |  | 4.04 | % |  | $ | 21,257
|                                                     |  |                         |         |            |      |      |                |   |                |  |            |         |  |                |   |                 |   |            |  |   |                |  |      |   |  |   |       
|Net interest rate spread (FTE)(6)                    |  |                         |         |            | 2.63 | %    |                |   |                |  |            |         |  | 2.95           | % |                 |   |            |  |   |                |  | 3.36 | % |  |   |       
|                                                     |  |                         |         |            |      |      |                |   |                |  |            |         |  |                |   |                 |   |            |  |   |                |  |      |   |  |   |       

---

|(1) |  | Average loans include non accruing loans, net of allowance for loan losses. Amortization of deferred loan fees of $5 thousand, $813 thousand, and $619 thousand for 2008, 2007, and
2006, respectively, are included in interest income.
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) |  | Yields on tax-exempt investments have been adjusted to a fully taxable-equivalent basis (FTE) using the federal income tax rate of 34%. The taxable equivalent adjustment was $672
thousand, $631 thousand, and $560 thousand for the years 2008, 2007, and 2006, respectively.
|--- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(3) |  | Other investments include federal funds sold and interest-bearing deposits with banks and other institutions.
|--- |  | -------------------------------------------------------------------------------------------------------------

|(4) |  | For 2008, expense includes $ 350 thousand for interest on taxes.
|--- |  | ----------------------------------------------------------------

|(5) |  | Net interest margin is computed by dividing net interest income by total average earning assets, net of the allowance for loan losses.
|--- |  | --------------------------------------------------------------------------------------------------------------------------------------

|(6) |  | Net interest rate spread equals the earning asset yield minus the interest-bearing liability rate.
|--- |  | --------------------------------------------------------------------------------------------------



32



---

The following table presents the relative impact on net interest income of the volume of earning assets
and interest- bearing liabilities and the rates earned and paid by us on such assets and liabilities. Variances resulting from a combination of changes in rate and volume are allocated in proportion to the absolute dollar amount of the change in
each category.



Change in Interest Income and Expense on Tax
Equivalent Basis



|                          |  |                        |       |         |                       |        |     |  |   |           |   |  |         |       |   |     |   |        |   |  |   |        |  
|------------------------- |  | ---------------------- | ----- | ------- | --------------------- | ------ | --- |  | - | --------- | - |  | ------- | ----- | - | --- | - | ------ | - |  | - | ------ | -
|                          |  | 2008 Compared to 2007  |       |         | 2007 Compared to 2006 |       
|                          |  | Volume(1)              |       | Rate(1) |                       |        | Net |  |   | Volume(1) |   |  | Rate(1) |       |   | Net |  
|                          |  | (Dollars in thousands) |      
|Loans                     |  | $                      | 5,155 |         | $                     | (7,498 | )   |  | $ | (2,343    | ) |  | $       | 1,741 |   |     | $ | 670    |   |  | $ | 2,411  |  
|Taxable securities        |  |                        | 1,510 |         |                       | 401    |     |  |   | 1,911     |   |  |         | 572   |   |     |   | 225    |   |  |   | 797    |  
|Nontaxable securities(2)  |  |                        | 92    |         |                       | 29     |     |  |   | 121       |   |  |         | 199   |   |     |   | 9      |   |  |   | 208    |  
|Other investments         |  |                        | 62    |         |                       | (354   | )   |  |   | (292      | ) |  |         | 23    |   |     |   | 29     |   |  |   | 52     |  
|                          |  |                        |       |         |                       |        |     |  |   |           |   |  |         |       |   |     |   |        |   |  |   |        |  
|Interest income           |  |                        | 6,819 |         |                       | (7,422 | )   |  |   | (603      | ) |  |         | 2,535 |   |     |   | 933    |   |  |   | 3,468  |  
|                          |  |                        |       |         |                       |        |     |  |   |           |   |  |         |       |   |     |   |        |   |  |   |        |  
|Interest-bearing deposits |  |                        | 2,626 |         |                       | (3,479 | )   |  |   | (853      | ) |  |         | 1,190 |   |     |   | 2,569  |   |  |   | 3,759  |  
|Short-term borrowings     |  |                        | 707   |         |                       | (1,118 | )   |  |   | (411      | ) |  |         | 1,275 |   |     |   | 266    |   |  |   | 1,541  |  
|Long-term obligations     |  |                        | 327   |         |                       | 327    |     |  |   | 654       |   |  |         | (877  | ) |     |   | (877   | ) |  |   | (1,754 | )
|                          |  |                        |       |         |                       |        |     |  |   |           |   |  |         |       |   |     |   |        |   |  |   |        |  
|Interest expense          |  |                        | 3,660 |         |                       | (4,270 | )   |  |   | (610      | ) |  |         | 1,588 |   |     |   | 1,958  |   |  |   | 3,546  |  
|                          |  |                        |       |         |                       |        |     |  |   |           |   |  |         |       |   |     |   |        |   |  |   |        |  
|Net interest income       |  | $                      | 3,159 |         | $                     | (3,152 | )   |  | $ | (7        | ) |  | $       | 947   |   |     | $ | (1,025 | ) |  | $ | (78    | )
|                          |  |                        |       |         |                       |        |     |  |   |           |   |  |         |       |   |     |   |        |   |  |   |        |  

---

|(1) |  | The combined rate/volume variance for each category has been allocated equally between rate and volume variances.
|--- |  | -----------------------------------------------------------------------------------------------------------------

|(2) |  | Yields on tax-exempt investments have been adjusted to a fully taxable-equivalent basis (FTE) using the federal income tax rate of 34%. The taxable equivalent adjustment was $672
thousand, $631 thousand, and $560 thousand for the years 2008, 2007, and 2006, respectively.
|--- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Rate Sensitivity Management



Rate sensitivity management, an important aspect of achieving satisfactory levels of net interest income, is the management of the composition and maturities of rate-sensitive assets and liabilities. The following table sets forth our
interest sensitivity analysis at December 31, 2008 and describes, at various cumulative maturity intervals, the gap-ratios (ratios of rate-sensitive assets to rate-sensitive liabilities) for assets and liabilities that we consider to be rate
sensitive. The interest-sensitivity position has meaning only as of the date for which it was prepared. Variable rate loans are considered to be highly sensitive to rate changes and are assumed to reprice within 12 months.



The difference between interest-sensitive asset and interest-sensitive
liability repricing within time periods is referred to as the interest-rate-sensitivity gap. Gaps are identified as either positive (interest-sensitive assets in excess of interest-sensitive liabilities) or negative (interest-sensitive liabilities
in excess of interest-sensitive assets).



As of
December 31, 2008, we had a negative one-year cumulative gap of 29.8%. We have interest-earning assets of $325.8 million maturing or repricing within one year and interest-bearing liabilities of $559.5 million repricing or maturing within one
year. This is primarily the result of short-term interest sensitive liabilities being used to fund longer term interest-earning assets, such as loans and investment securities. A negative gap position implies that interest-bearing liabilities
(deposits and other borrowings) will reprice at a faster rate than interest-earning assets (loans and investments). In a falling rate environment, a negative gap position will generally have a positive effect on earnings, while in a rising rate
environment this will generally have a negative effect on earnings.



On December 31, 2008, our savings and core time deposits of $314.8 million included savings, NOW and Money Market accounts of $115.9 million. In our rate sensitivity analysis, these deposits are considered as repricing in the earliest
period (3 months or less) because the rate we pay on these interest-bearing deposits can be changed weekly. However, our historical experience has shown that changes in market interest rates have little, if any, effect on those deposits within a
given time period and, for that reason, those liabilities could be considered non-rate sensitive. If those deposits were excluded from rate sensitive liabilities, our rate sensitive assets and liabilities would be more closely matched at the end of
the one-year period.



33



---

Rate Sensitivity Analysis as of December 31, 2008



|                                                                                          |  |                        |         |    |            |   |          |                      |  |   |               |    |  |       |         |   |  |   |         |  
|----------------------------------------------------------------------------------------- |  | ---------------------- | ------- | -- | ---------- | - | -------- | -------------------- |  | - | ------------- | -- |  | ----- | ------- | - |  | - | ------- | -
|                                                                                          |  | 3 MonthsOr Less        |         |    | 4-12Months |   |          | TotalWithin 12Months |  |   | Over 12Months |    |  | Total |        
|                                                                                          |  | (Dollars in thousands) |        
|Earning assets:                                                                           |  |                        |         |    |            |   |          |                      |  |   |               |    |  |       |         |   |  |   |         |  
|Loansgross                                                                               |  | $                      | 283,563 |    |            | $ | 35,155   |                      |  | $ | 318,718       |    |  | $     | 220,118 |   |  | $ | 538,836 |  
|Investment securities                                                                     |  |                        | 1,899   |    |            |   | 428      |                      |  |   | 2,327         |    |  |       | 237,382 |   |  |   | 239,709 |  
|Interest bearing deposits                                                                 |  |                        | 902     |    |            |   |         |                      |  |   | 902           |    |  |       |        |   |  |   | 902     |  
|FHLB stock                                                                                |  |                        | 3,859   |    |            |   |         |                      |  |   | 3,859         |    |  |       |        |   |  |   | 3,859   |  
|                                                                                          |  |                        |         |    |            |   |          |                      |  |   |               |    |  |       |         |   |  |   |         |  
|Total earning assets                                                                      |  |                        | 290,223 |    |            |   | 35,583   |                      |  |   | 325,806       |    |  |       | 457,500 |   |  |   | 783,306 |  
|                                                                                          |  |                        |         |    |            |   |          |                      |  |   |               |    |  |       |         |   |  |   |         |  
|Percent of total earnings assets                                                          |  |                        | 37.1    | %  |            |   | 4.5      | %                    |  |   | 41.6          | %  |  |       | 58.4    | % |  |   | 100.0   | %
|Cumulative percentage of total earning assets                                             |  |                        | 37.1    |    |            |   | 41.6     |                      |  |   | 41.6          |    |  |       | 100.0   |   |  |   |         |  
|                                                                                          |  |                        |         |    |           
|Interest-bearing liabilities:                                                             |  |                        |         |    |            |   |          |                      |  |   |               |    |  |       |         |   |  |   |         |  
|Savings, NOW and Money Market deposits                                                    |  |                        | 115,893 |    |            |   |         |                      |  |   | 115,893       |    |  |       |        |   |  |   | 115,893 |  
|Time deposits of $100,000 or more                                                         |  |                        | 80,043  |    |            |   | 129,485  |                      |  |   | 209,528       |    |  |       | 14,657  |   |  |   | 224,185 |  
|Other time deposits                                                                       |  |                        | 67,017  |    |            |   | 109,344  |                      |  |   | 176,361       |    |  |       | 22,516  |   |  |   | 198,877 |  
|Short-term borrowings                                                                     |  |                        | 57,716  |    |            |   |          |                      |  |   | 57,716        |    |  |       |        |   |  |   | 57,716  |  
|Long-term obligations                                                                     |  |                        |        |    |            |   |         |                      |  |   |              |    |  |       | 26,000  |   |  |   | 26,000  |  
|                                                                                          |  |                        |         |    |            |   |          |                      |  |   |               |    |  |       |         |   |  |   |         |  
|Total interest-bearing liabilities                                                        |  | $                      | 320,669 |    |            | $ | 238,829  |                      |  | $ | 559,498       |    |  | $     | 63,173  |   |  | $ | 622,671 |  
|                                                                                          |  |                        |         |    |            |   |          |                      |  |   |               |    |  |       |         |   |  |   |         |  
|Percent of total interest-bearing liabilities                                             |  |                        | 51.5    | %  |            |   | 38.4     | %                    |  |   | 89.9          | %  |  |       | 10.1    | % |  |   | 100.0   | %
|Cumulative percent of total interest-bearing liabilities                                  |  |                        | 51.5    |    |            |   | 89.9     |                      |  |   | 89.9          |    |  |       | 100.0   |   |  |   |         |  
|                                                                                          |  |                        |         |    |           
|Ratios:                                                                                   |  |                        |         |    |            |   |          |                      |  |   |               |    |  |       |         |   |  |   |         |  
|Ratio of earning assets to interest-bearing liabilities(gap ratio)                        |  |                        | 90.5    | %  |            |   | 14.9     | %                    |  |   | 58.2          | %  |  |       | 724.2   | % |  |   | 125.8   | %
|Cumulative ratio of earning assets to interest-bearing liabilities (cumulative gap ratio) |  |                        | 90.5    | %  |            |   | 58.2     | %                    |  |   | 58.2          | %  |  |       | 125.8   | % |  |   |         |  
|Interest sensitivity gap                                                                  |  | $                      | (30,446 | )  |            | $ | (203,246 | )                    |  | $ | (233,692      | )  |  | $     | 394,327 |   |  | $ | 160,635 |  
|Cumulative interest sensitivity gap                                                       |  |                        | (30,446 | )  |            |   | (233,692 | )                    |  |   | (233,692      | )  |  |       | 160,635 |   |  |   | 160,635 |  
|As a percent of total earnings assets                                                     |  |                        | (3.9    | )% |            |   | (29.8    | )%                   |  |   | (29.8         | )% |  |       | 20.5    | % |  |   | 20.5    | %



As of
December 31, 2008, approximately 41.6% of our interest-earning assets could be repriced within one year and approximately 61.5% of interest-earning assets could be repriced within five years. Approximately 89.9% of interest-bearing liabilities
could be repriced within one year and 100.0% could be repriced within five years.



34



---

Market Risk



Our primary market risk is interest rate risk. Interest rate risk results from differing maturities or repricing intervals of interest-earning assets and
interest-bearing liabilities and the fact that rates on these financial instruments do not change uniformly. These conditions may impact the earnings generated by our interest-earning assets or the cost of our interest-bearing liabilities, thus
directly impacting our overall earnings.



We actively monitor
and manage interest rate risk. One way this is accomplished is through the development of and adherence to our asset/liability policy. This policy sets forth our strategy for matching the risk characteristics of interest-earning assets and
interest-bearing liabilities so as to mitigate the effect of changes in the rate environment.



Market Risk Analysis



|                                       |  |                                                |         |   |      |   |        |      |  |   |        |   |  |      |        |   |            |   |        |       |  |   |           |   |  |   |         |   |  |   |        
|-------------------------------------- |  | ---------------------------------------------- | ------- | - | ---- | - | ------ | ---- |  | - | ------ | - |  | ---- | ------ | - | ---------- | - | ------ | ----- |  | - | --------- | - |  | - | ------- | - |  | - | -------
|                                       |  | Principal Maturing in Years Ended December 31,
|                                       |  | 2009                                           |         |   | 2010 |   |        | 2011 |  |   | 2012   |   |  | 2013 |        |   | Thereafter |   |        | Total |  |   | FairValue
|                                       |  | (Dollars in thousands)                        
|Assets:                                |  |                                                |         |   |      |   |        |      |  |   |        |   |  |      |        |   |            |   |        |       |  |   |           |   |  |   |         |   |  |   |        
|Loans, gross:                          |  |                                                |         |   |      |   |        |      |  |   |        |   |  |      |        |   |            |   |        |       |  |   |           |   |  |   |         |   |  |   |        
|Fixed rate                             |  | $                                              | 53,713  |   |      | $ | 39,172 |      |  | $ | 55,831 |   |  | $    | 41,815 |   |            | $ | 40,575 |       |  | $ | 42,726    |   |  | $ | 273,832 |   |  | $ | 272,979
|Average rate (%)                       |  |                                                | 6.90    | % |      |   | 6.99   | %    |  |   | 6.58   | % |  |      | 7.14   | % |            |   | 6.64   | %     |  |   | 5.96      | % |  |   | 6.70    | % |  |   |        
|Variable rate                          |  |                                                | 119,355 |   |      |   | 34,287 |      |  |   | 19,971 |   |  |      | 16,968 |   |            |   | 41,850 |       |  |   | 32,573    |   |  |   | 265,004 |   |  |   | 264,118
|Average rate (%)                       |  |                                                | 4.36    |   |      |   | 4.47   |      |  |   | 4.84   |   |  |      | 4.68   |   |            |   | 4.29   |       |  |   | 4.29      |   |  |   | 4.32    |   |  |   |        
|                                       |  |                                                |         |   |      |   |        |     
|Investment securities:                 |  |                                                |         |   |      |   |        |      |  |   |        |   |  |      |        |   |            |   |        |       |  |   |           |   |  |   |         |   |  |   |        
|Fixed rate                             |  |                                                | 1,321   |   |      |   | 1,072  |      |  |   | 982    |   |  |      | 5,479  |   |            |   | 3,519  |       |  |   | 221,850   |   |  |   | 234,223 |   |  |   | 236,245
|Average rate (%)                       |  |                                                | 6.56    |   |      |   | 7.25   |      |  |   | 6.49   |   |  |      | 5.40   |   |            |   | 5.02   |       |  |   | 5.29      |   |  |   | 5.31    |   |  |   |        
|Variable rate                          |  |                                                |        |   |      |   |       |      |  |   |       |   |  |      |       |   |            |   |       |       |  |   | 3,415     |   |  |   | 3,415   |   |  |   | 3,464  
|Average rate (%)                       |  |                                                |        |   |      |   |       |      |  |   |       |   |  |      |       |   |            |   |       |       |  |   | 6.15      |   |  |   | 6.15    |   |  |   |        
|                                       |  |                                                |         |   |      |   |        |     
|Interest-bearing deposits:             |  |                                                |         |   |      |   |        |      |  |   |        |   |  |      |        |   |            |   |        |       |  |   |           |   |  |   |         |   |  |   |        
|Variable rate                          |  |                                                | 902     |   |      |   |       |      |  |   |       |   |  |      |       |   |            |   |       |       |  |   |          |   |  |   | 902     |   |  |   | 902    
|Average rate (%)                       |  |                                                | 0.01    |   |      |   |       |      |  |   |       |   |  |      |       |   |            |   |       |       |  |   |          |   |  |   | 0.01    |   |  |   |        
|                                       |  |                                                |         |   |      |   |        |     
|Liabilities:                           |  |                                                |         |   |      |   |        |      |  |   |        |   |  |      |        |   |            |   |        |       |  |   |           |   |  |   |         |   |  |   |        
|Savings and interest-bearing checking: |  |                                                |         |   |      |   |        |      |  |   |        |   |  |      |        |   |            |   |        |       |  |   |           |   |  |   |         |   |  |   |        
|Variable rate                          |  |                                                | 115,893 |   |      |   |       |      |  |   |       |   |  |      |       |   |            |   |       |       |  |   |          |   |  |   | 115,893 |   |  |   | 115,893
|Average rate (%)                       |  |                                                | 0.76    |   |      |   |        |      |  |   |        |   |  |      |        |   |            |   |        |       |  |   |           |   |  |   | 0.76    |   |  |   |        
|                                       |  |                                                |         |   |      |   |        |     
|Certificate of deposit:                |  |                                                |         |   |      |   |        |      |  |   |        |   |  |      |        |   |            |   |        |       |  |   |           |   |  |   |         |   |  |   |        
|Fixed rate                             |  |                                                | 384,936 |   |      |   | 32,194 |      |  |   | 3,441  |   |  |      | 1,537  |   |            |   |       |       |  |   |          |   |  |   | 422,108 |   |  |   | 425,108
|Average rate (%)                       |  |                                                | 3.54    |   |      |   | 3.96   |      |  |   | 4.01   |   |  |      | 6.08   |   |            |   |       |       |  |   |          |   |  |   | 3.59    |   |  |   |        
|Variable rate                          |  |                                                | 954     |   |      |   |       |      |  |   |       |   |  |      |       |   |            |   |       |       |  |   |          |   |  |   | 954     |   |  |   | 954    
|Average rate (%)                       |  |                                                | 1.53    |   |      |   |        |      |  |   |        |   |  |      |        |   |            |   |        |       |  |   |           |   |  |   | 1.53    |   |  |   |        
|                                       |  |                                                |         |   |      |   |        |     
|Short-term borrowings:                 |  |                                                |         |   |      |   |        |      |  |   |        |   |  |      |        |   |            |   |        |       |  |   |           |   |  |   |         |   |  |   |        
|Fixed rate                             |  |                                                | 34,000  |   |      |   |       |      |  |   |       |   |  |      |       |   |            |   |       |       |  |   |          |   |  |   | 34,000  |   |  |   | 34,000 
|Average rate (%)                       |  |                                                | 2.75    |   |      |   |        |      |  |   |        |   |  |      |        |   |            |   |        |       |  |   |           |   |  |   | 2.75    |   |  |   |        
|Variable rate                          |  |                                                | 23,716  |   |      |   |       |      |  |   |       |   |  |      |       |   |            |   |       |       |  |   |          |   |  |   | 23,716  |   |  |   | 23,716 
|Average rate (%)                       |  |                                                | 1.64    | % |      |   |        |      |  |   |        |   |  |      |        |   |            |   |        |       |  |   |           |   |  |   | 1.64    |   |  |   |        
|                                       |  |                                                |         |   |      |   |        |     
|Long-term borrowings:                  |  |                                                |         |   |      |   |        |      |  |   |        |   |  |      |        |   |            |   |        |       |  |   |           |   |  |   |         |   |  |   |        
|Fixed rate                             |  |                                                | 26,000  |   |      |   |       |      |  |   |       |   |  |      |       |   |            |   |       |       |  |   |          |   |  |   | 26,000  |   |  |   | 26,254 
|Average rate (%)                       |  |                                                | 3.10    |   |      |   |        |      |  |   |        |   |  |      |        |   |            |   |        |       |  |   |           |   |  |   | 3.10    |   |  |   |        



35



---

Non-interest Income



Non-interest income, principally charges and fees assessed for the use of our services, is a significant contributor to net income. The following table
presents the components of non-interest income for 2008, 2007 and 2006.



Non-interest Income



|                                      |  |                         |       |      |   |       |      |  |   |      
|------------------------------------- |  | ----------------------- | ----- | ---- | - | ----- | ---- |  | - | -----
|                                      |  | Year Ended December 31,
|                                      |  | 2008                    |       | 2007 |   |       | 2006
|                                      |  | (Dollars in thousands) 
|Service charges on deposit accounts   |  | $                       | 3,259 |      | $ | 3,028 |      |  | $ | 3,027
|Other service charges and fees        |  |                         | 1,367 |      |   | 1,508 |      |  |   | 1,364
|Mortgage origination brokerage fees   |  |                         | 1,035 |      |   | 1,091 |      |  |   | 1,013
|Net gain (loss) on sale of securities |  |                         | 218   |      |   | (161  | )    |  |   |     
|Income from investments in SBICs     |  |                         | 134   |      |   | 72    |      |  |   | 375  
|Income from bank owned life insurance |  |                         | 316   |      |   | 289   |      |  |   | 305  
|Other operating income                |  |                         | 239   |      |   | 359   |      |  |   | 99   
|                                      |  |                         |       |      |   |       |      |  |   |      
|Total non-interest income             |  | $                       | 6,568 |      | $ | 6,186 |      |  | $ | 6,183
|                                      |  |                         |       |      |   |       |      |  |   |      



Non-interest income
increased $382 thousand or 6.2% to $6.6 million compared to $6.2 million for the same period in 2007. The increase in non-interest income is primarily the result of an income distribution from Visa Internationals initial public offering in the
amount of $386 thousand. As a member bank of Visa, we received the proceeds for the redemption of approximately 9 thousand shares of class B common stock. The increase in non-interest income also included a net gain on sale of securities of
$218 thousand in 2008 compared to a net loss of $161 thousand in 2007. 2007 non-interest income included nonrecurring income from the recapture of $240 thousand relating to the allowance for losses on unfunded loan commitments. Other service charges
and fees decreased $141 thousand or 9.4% in 2008 compared to the prior year mainly due to decreased investment brokerage fees of $163 thousand. Service charges on deposit accounts were up by $231 thousand or 7.6% as we saw an increase in overdraft
protection fees. Mortgage origination brokerage fees decreased $56 thousand or 5.1% over 2007. Other operating income decreased $120 thousand or 33.4% in 2008 compared to 2007 as we amortized a tax credit with Community Affordable Housing Equity
Corporation of $291 thousand which was offset by the above mentioned Visa distribution in 2008.



Non-interest income was $6.2 million for both 2007 and 2006. During the first quarter of 2007, management reviewed its unfunded loan commitments and
determined such reserves were no longer needed. Offsetting the aforementioned recapture of allowance for losses on unfunded loans of $240 thousand is a decrease in income distributions from investments in Small Business Investment Companies
(SBICs). Income from SBICs decreased $303 thousand in 2007 compared to 2006. There was a net loss on the sale of securities of $161 thousand for 2007. Other service charges and fees increased $144 thousand or 10.6% compared to 2006
mainly due to increased merchant discount income of $63 thousand generated by our merchant services unit and increased investment brokerage fees of $49 thousand. Service charges on deposit accounts were relatively flat for 2007 compared to 2006 only
increasing $1 thousand while mortgage origination brokerage fees increased $78 thousand or 7.7% over 2006.



36



---

Non-interest Expense



Non-interest expense increased $289 thousand or 1.4% to $20.6 million in 2008 compared to $20.3 million in 2007 and non-interest expense increased $1.8
million or 9.7% in 2007 compared to $18.5 million in 2006. The following table presents the components of non-interest expense for 2008, 2007 and 2006.



Non-interest Expense



|                                       |  |                         |        |      |   |        |  |   |       
|-------------------------------------- |  | ----------------------- | ------ | ---- | - | ------ |  | - | ------
|                                       |  | Year Ended December 31,
|                                       |  | 2008                    |        | 2007 |   | 2006  
|                                       |  | (Dollars in thousands) 
|Salaries                               |  | $                       | 8,161  |      | $ | 8,431  |  | $ | 7,509 
|Retirement and other employee benefits |  |                         | 2,706  |      |   | 2,503  |  |   | 2,753 
|Occupancy                              |  |                         | 1,857  |      |   | 1,788  |  |   | 1,621 
|Equipment                              |  |                         | 1,638  |      |   | 1,885  |  |   | 1,727 
|Professional fees                      |  |                         | 717    |      |   | 673    |  |   | 356   
|Supplies                               |  |                         | 312    |      |   | 432    |  |   | 341   
|Telephone                              |  |                         | 679    |      |   | 563    |  |   | 506   
|Other outside services                 |  |                         | 482    |      |   | 445    |  |   | 353   
|Other                                  |  |                         | 4,081  |      |   | 3,624  |  |   | 3,371 
|                                       |  |                         |        |      |   |        |  |   |       
|Total                                  |  | $                       | 20,633 |      | $ | 20,344 |  | $ | 18,537
|                                       |  |                         |        |      |   |        |  |   |       



Expenses for salaries
and benefits decreased 0.6% for the year ended December 31, 2008 and increased 6.5% and 10.6% for the years ended December 31, 2007 and 2006, respectively. Prior to FAS 91 loan origination cost, salary and benefits expense increased $589
thousand or 5.3% in 2008 compared to 2007. The increase in salary and benefit expenses is related to staff additions to accommodate our growth and additional branches. As of December 31, 2008, we had 229 employees and operated 24 full service
banking offices, a loan production office and a mortgage loan origination office.



Salary expense decreased $270 thousand or 3.2% in 2008 compared to 2007. Prior to FAS 91 loan origination cost, salary expense increased $387 thousand or 4.4% as we opened one new branch in 2008 and had full years of
expenses for three branches that opened mid year 2007. Employee benefits increased $203 thousand or 8.1% in 2008 over the prior year principally due to health insurance increases of $210 thousand and $68 thousand in expense related to split-dollar
life insurance arrangements due to the adoption of EITF 06-4, Accounting for Deferred Compensation and Postretirement Benefit Aspects of Endorsement Split-Dollar Life Insurance Arrangements.



Occupancy expense increased $69 thousand or 3.9% in 2008 as we opened an
additional branch in 2008. Also, branches opened in 2007 impacted expenses for a full year in 2008 compared to only a partial year in 2007.



Professional fees, which include audit, legal and consulting fees, increased $44 thousand or 6.5% to $717 thousand for 2008 compared to $673 thousand in
2007. The main reason for the increase was an increase in legal fees of $138 thousand during 2008 compared to 2007 primarily the result of increased general corporate reporting and disclosure matters. The increase was offset by a reduction in
consulting fees as our human resource department incurred fees of $76 thousand in 2007 that did not recur in 2008. Audit fees increased approximately $12 thousand in 2008 compared to 2007 mainly the result of fees associated with an IRS audit.



Supplies expense decreased $120 thousand in 2008 compared to
same period of 2007 primarily the result of outsourcing our item processing in 2007 which required us to purchase various new forms and documents.



Other operating expenses increased $457 thousand or 12.6% for 2008 compared to 2007. The primary reason for this increase was the result of FDIC deposit
insurance expense increased $322 thousand as the FDIC began assessing deposit insurance fees again in 2007 but allowed eligible institutions to use a one time credit towards the assessment. The one time credit covered a large portion of our FDIC
expense in 2007. Outsourcing of our item processing function in 2007 resulted in an increase of $61 thousand as we incurred expenses for the entire year in 2008. There was also a loss on sale of other real estate owned of $63 thousand in 2008.



37



---

Salary expense increased $922 thousand or 12.3% in 2007 compared to 2006 as we opened three new branches
and a loan production office. Employee benefits decreased $250 thousand or 9.1% in 2007 over the prior year principally due to a decrease of $459 thousand of incentive pay. Incentive pay declined in 2007 because certain goals set by the board under
the Companys incentive plan were not met. The decrease was partially offset by increases in FICA tax of $78 thousand and increase in employee related insurance of $153 thousand.



Occupancy expense increased $167 thousand or 10.3% in 2007 compared to 2006. The addition of the three new branches and loan
production office was the primary reason for the increase.



Professional fees, which include audit, legal and consulting fees, increased $317 thousand or 89.0% to $673 thousand in 2007 relative to the same period in 2006. Loan related consulting fees increased by $143 thousand in 2007 while our
Human Resources department incurred $76 thousand in consultant fees. Audit and accounting fees increased $77 thousand in 2007 over 2006, a portion of which was attributed to Sarbanes-Oxley Section 404 compliance as we became an accelerated
filer in 2007. Legal fees increased $55 thousand during 2007 compared to 2006 mainly due to increased general corporate reporting and disclosure matters.



Other operating expenses increased $345 thousand or 9.3% for 2007 compared to 2006. Item processing fees paid in 2007 to our third party vendor increased
by $171 thousand over 2006 as we switched our entire item processing to an outside vendor. In 2007 we recorded an other-than-temporary impairment charge of $90 thousand against our original equity position of $300 thousand in a company formed to
provide trust services for community banks. In addition to the aforementioned items, we experienced increases in other outside service of $93 thousand, increased corporate franchise taxes of $39 thousand and increased recruiting expense of $45
thousand. These increases over 2006 were partially offset by decreases in courier related expense of $56 thousand as a result of outsourcing our item processing, decreased automated teller machine expense of $42 thousand and a decrease of $31
thousand of credit card scorecard expense (redemption of reward points on credit cards that were sold in the fourth quarter of 2005).



Income Taxes



For the year-ended December 31, 2008, we recorded income tax expense of $580 thousand, compared to $1.7 million and $2.4 million for the year-ended
December 31, 2007 and 2006, respectively. Our effective tax rate for the years ended December 31, 2008, 2007 and 2006 was 14.5%, 25.8% and 30.2%, respectively.



Our effective tax rate for 2008 was lower due to the recognition of a tax benefit associated with the reduction of the valuation allowance
on a deferred tax asset and a higher ratio of tax-exempt to taxable income compared to 2007 and 2006. The valuation allowance for deferred tax assets was $105 thousand for December 31, 2008, $335 thousand for December 31, 2007 and $499 for
December 31, 2006. The valuation allowance was for certain capital losses related to perpetual preferred stock issued by FNMA and FHLMC. These losses are capital in character and we may not have current capital gain capacity to offset these
losses. The effective tax rate in 2008, 2007 and 2006 also differs from the federal statutory rate of 34.0% primarily due to tax-exempt interest income we earned on tax-exempt securities in our investment portfolio. For more information see
disclosure on income taxes in note 6.



Financial Condition at
December 31, 2008, 2007 and 2006



Our total assets
were $841.9 million at December 31, 2008, $643.9 million at December 31, 2007 and $624.1 million at December 31, 2006. Asset growth during 2008 was funded primarily by an increase in time deposits of $114.1 million and an increase in
borrowings of $40.5 million. For the years ended December 31, 2008 and 2007, we grew our loans $84.6 million and $36.3 million, respectively, due to favorable loan demand in our market areas and our addition of new branches during 2007 and
2008. For the years ended December 31, 2008 and 2007, we grew our deposits $102.8 million and $14.1 million, respectively, mainly through wholesale certificates of deposit, the proceeds of which were invested in interest-earning assets.



We believe our financial condition is sound. The following
discussion focuses on the factors considered by us to be important in assessing our financial condition.



38



---

The following table sets forth the relative composition of our balance sheets at December 31, 2008,
2007 and 2006.



Distribution of Assets and Liabilities



|                                            |  |                        |         |   |      |       |   |      |   |         |   |  |       |   |  |   |         |   |  |       |  
|------------------------------------------- |  | ---------------------- | ------- | - | ---- | ----- | - | ---- | - | ------- | - |  | ----- | - |  | - | ------- | - |  | ----- | -
|                                            |  | December 31,           |        
|                                            |  | 2008                   |         |   | 2007 |       |   | 2006 |  
|                                            |  | (Dollars in thousands) |        
|Assets:                                     |  |                        |         |   |      |       |   |      |   |         |   |  |       |   |  |   |         |   |  |       |  
|Loan, gross                                 |  | $                      | 538,836 |   |      | 64.0  | % |      | $ | 454,198 |   |  | 70.5  | % |  | $ | 417,943 |   |  | 67.0  | %
|Investment securities                       |  |                        | 239,709 |   |      | 28.4  |   |      |   | 125,888 |   |  | 19.6  |   |  |   | 125,860 |   |  | 20.2  |  
|Interest-bearing deposits                   |  |                        | 902     |   |      | 0.1   |   |      |   | 925     |   |  | 0.1   |   |  |   | 891     |   |  | 0.1   |  
|FHLB stock                                  |  |                        | 3,859   |   |      | 0.5   |   |      |   | 2,382   |   |  | 0.4   |   |  |   | 1,229   |   |  | 0.2   |  
|Federal funds sold                          |  |                        |        |   |      | 0.0   |   |      |   | 4,775   |   |  | 0.7   |   |  |   | 23,575  |   |  | 3.8   |  
|                                            |  |                        |         |   |      |       |   |      |   |         |   |  |       |   |  |   |         |   |  |       |  
|Total earning assets                        |  |                        | 783,306 |   |      | 93.0  |   |      |   | 588,168 |   |  | 91.3  |   |  |   | 569,498 |   |  | 91.3  |  
|Allowance for loan losses                   |  |                        | (5,931  | ) |      | (0.7  | ) |      |   | (4,083  | ) |  | (0.6  | ) |  |   | (4,725  | ) |  | (0.8  | )
|Non-interest-bearing deposits and cash      |  |                        | 15,897  |   |      | 1.9   |   |      |   | 16,303  |   |  | 2.5   |   |  |   | 15,591  |   |  | 2.5   |  
|Bank premises and equipment, net            |  |                        | 25,737  |   |      | 3.1   |   |      |   | 24,450  |   |  | 3.8   |   |  |   | 23,042  |   |  | 3.7   |  
|Other assets                                |  |                        | 22,842  |   |      | 2.7   |   |      |   | 19,051  |   |  | 3.0   |   |  |   | 20,664  |   |  | 3.3   |  
|                                            |  |                        |         |   |      |       |   |      |   |         |   |  |       |   |  |   |         |   |  |       |  
|Total assets                                |  | $                      | 841,851 |   |      | 100.0 | % |      | $ | 643,889 |   |  | 100.0 | % |  | $ | 624,070 |   |  | 100.0 | %
|                                            |  |                        |         |   |      |       |   |      |   |         |   |  |       |   |  |   |         |   |  |       |  
|                                            |  |                        |         |   |      |      
|Liabilities and Shareholders Equity:       |  |                        |         |   |      |       |   |      |   |         |   |  |       |   |  |   |         |   |  |       |  
|Demand deposits                             |  | $                      | 90,197  |   |      | 10.7  | % |      | $ | 95,596  |   |  | 14.9  | % |  | $ | 96,890  |   |  | 15.5  | %
|Savings, NOW and Money Market deposits      |  |                        | 115,893 |   |      | 13.8  |   |      |   | 121,839 |   |  | 18.9  |   |  |   | 114,378 |   |  | 18.3  |  
|Time deposits of $100,000 or more           |  |                        | 224,185 |   |      | 26.6  |   |      |   | 162,276 |   |  | 25.2  |   |  |   | 156,265 |   |  | 25.0  |  
|Other time deposits                         |  |                        | 198,877 |   |      | 23.6  |   |      |   | 146,650 |   |  | 22.8  |   |  |   | 144,716 |   |  | 23.2  |  
|                                            |  |                        |         |   |      |       |   |      |   |         |   |  |       |   |  |   |         |   |  |       |  
|Total deposits                              |  |                        | 629,152 |   |      | 74.7  |   |      |   | 526,361 |   |  | 81.8  |   |  |   | 512,249 |   |  | 82.0  |  
|Short-term borrowings                       |  |                        | 57,716  |   |      | 6.8   |   |      |   | 43,174  |   |  | 6.7   |   |  |   | 31,105  |   |  | 5.0   |  
|Long-term obligations                       |  |                        | 26,000  |   |      | 3.1   |   |      |   |        |   |  | 0.0   |   |  |   | 10,310  |   |  | 1.7   |  
|Accrued interest and other liabilities      |  |                        | 61,040  |   |      | 7.3   |   |      |   | 7,513   |   |  | 1.1   |   |  |   | 7,613   |   |  | 1.2   |  
|                                            |  |                        |         |   |      |       |   |      |   |         |   |  |       |   |  |   |         |   |  |       |  
|Total liabilities                           |  |                        | 773,908 |   |      | 91.9  |   |      |   | 577,048 |   |  | 89.6  |   |  |   | 561,277 |   |  | 89.9  |  
|Shareholders equity                        |  |                        | 67,943  |   |      | 8.1   |   |      |   | 66,841  |   |  | 10.4  |   |  |   | 62,793  |   |  | 10.1  |  
|                                            |  |                        |         |   |      |       |   |      |   |         |   |  |       |   |  |   |         |   |  |       |  
|Total liabilities and share-holders equity |  | $                      | 841,851 |   |      | 100.0 | % |      | $ | 643,889 |   |  | 100.0 | % |  | $ | 624,070 |   |  | 100.0 | %
|                                            |  |                        |         |   |      |       |   |      |   |         |   |  |       |   |  |   |         |   |  |       |  



Loans



As of December 31, 2008, total loans increased to $538.8 million, up
18.6% from total loans of $454.2 million at December 31, 2007. Loan growth for 2008 was strong partially the result of growth in the three new branches opened in 2007 and a new branch opened in 2008. Construction and land development loans
increased from $104.3 million in 2007 to $132.5 million in 2008. The growth in construction and development loans was a function of that growth coupled with several larger construction/permanent loans which funded out in 2008. Commercial and
residential real estate loans increased from $234.8 million in 2007 to $299.0 million in 2008. The growth in residential and commercial real estate loans was due to the growth in branches and a focus on growth by the bank in owner-occupied small
business lending during the year.



As of December 31,
2007, total loans increased to $454.2 million, up 8.7% from total loans of $417.9 million at December 31, 2006. Construction and land development loans decreased from $116.3 million in 2006 to $104.3 million in 2007. The majority of this loan
decline can be attributed to commercial construction loans, which decreased by approximately $32.8 million in 2007 compared to 2006. Offsetting part of this decline was an increase in consumer unimproved land loans of $10.9 million.



At December 31, 2008, our loan portfolio contained no foreign loans, and
we believe the portfolio is adequately diversified. Real estate loans represent approximately 80.1% of our loan portfolio. Real estate loans are primarily loans secured by real estate, including mortgage and construction loans. Residential mortgage
loans accounted for



39



---

approximately $100.0 million or 23.2% of our real estate loans at December 31, 2008. Commercial loans are spread throughout a variety of industries,
with no particular industry or group of related industries accounting for a significant portion of the commercial loan portfolio. At December 31, 2008, our ten largest loans accounted for approximately 7.69% of our loans outstanding. As of
December 31, 2008, we had outstanding loan commitments of approximately $90.7 million. The amounts of loans outstanding at the indicated dates are shown in the following table according to loan type.



Loan Portfolio Composition



|                                                 |  |                        |         |      |   |         |  |      |         |      |   |         |  |   |        
|------------------------------------------------ |  | ---------------------- | ------- | ---- | - | ------- |  | ---- | ------- | ---- | - | ------- |  | - | -------
|                                                 |  | 2008                   |         | 2007 |   | 2006    |  | 2005 |         | 2004
|                                                 |  | (Dollars in thousands)
|Real estateconstruction and land development    |  | $                      | 132,525 |      | $ | 104,339 |  | $    | 116,279 |      | $ | 91,334  |  | $ | 59,484 
|Real estatecommercial, residential and other(1) |  |                        | 298,959 |      |   | 234,812 |  |      | 211,440 |      |   | 198,931 |  |   | 180,815
|Installment loans                                |  |                        | 5,115   |      |   | 5,808   |  |      | 6,109   |      |   | 8,518   |  |   | 9,996  
|Credit cards and overdraft plans(2)              |  |                        | 2,214   |      |   | 2,002   |  |      | 2,167   |      |   | 2,630   |  |   | 4,989  
|Commercial and all other loans                   |  |                        | 100,023 |      |   | 107,237 |  |      | 81,948  |      |   | 85,373  |  |   | 74,246 
|                                                 |  |                        |         |      |   |         |  |      |         |      |   |         |  |   |        
|Total                                            |  | $                      | 538,836 |      | $ | 454,198 |  | $    | 417,943 |      | $ | 386,786 |  | $ | 329,530
|                                                 |  |                        |         |      |   |         |  |      |         |      |   |         |  |   |        

---

|(1) |  | The majority of the commercial real estate is owner-occupied and operated.
|--- |  | --------------------------------------------------------------------------

|(2) |  | The Bank sold its credit card portfolio consisting of $2.7 million in outstanding balances in 2005.
|--- |  | ---------------------------------------------------------------------------------------------------



Maturities and Sensitivities of Loans to Changes in Interest Rates



The following table sets forth the maturity distribution of our loans as of
December 31, 2008. A significant majority of our loans maturing after one year reprice at two and three year intervals. In addition, approximately 49.2% of our loan portfolio is comprised of variable rate loans.



Loan Maturities at December 31, 2008



|                                              |  |                        |         |                                 |   |                   |  |       |         |  |   |        |  |   |        |  |   |        
|--------------------------------------------- |  | ---------------------- | ------- | ------------------------------- | - | ----------------- |  | ----- | ------- |  | - | ------ |  | - | ------ |  | - | -------
|                                              |  | 1 yearor less          |         | Due after 1 yearthrough 5 years |   | Due after 5 years |  | Total
|                                              |  | Floating               |         | Fixed                           |   | Floating          |  | Fixed |        
|                                              |  | (Dollars in thousands)
|Real estateconstruction and land development |  | $                      | 66,420  |                                 | $ | 29,369            |  | $     | 35,971  |  | $ | 419    |  | $ | 346    |  | $ | 132,525
|Real estatecommercial, residential and other |  |                        | 49,337  |                                 |   | 74,622            |  |       | 121,995 |  |   | 27,468 |  |   | 25,537 |  |   | 298,959
|Installment loans                             |  |                        | 1,204   |                                 |   | 99                |  |       | 3,446   |  |   |       |  |   | 366    |  |   | 5,115  
|Overdraft protection plans                    |  |                        | 922     |                                 |   | 351               |  |       | 193     |  |   | 17     |  |   | 731    |  |   | 2,214  
|Commercial and all other loans                |  |                        | 55,186  |                                 |   | 13,166            |  |       | 19,593  |  |   | 137    |  |   | 11,941 |  |   | 100,023
|                                              |  |                        |         |                                 |   |                   |  |       |         |  |   |        |  |   |        |  |   |        
|Total                                         |  | $                      | 173,069 |                                 | $ | 117,607           |  | $     | 181,198 |  | $ | 28,041 |  | $ | 38,921 |  | $ | 538,836
|                                              |  |                        |         |                                 |   |                   |  |       |         |  |   |        |  |   |        |  |   |        



Allowance for Loan Losses



We consider the allowance for loan losses adequate to
cover estimated probable loan losses relating to the loans outstanding as of each reporting period. The procedures and methods used in the determination of the allowance necessarily rely upon various judgments and assumptions about economic
conditions and other factors affecting our loans. In addition, various regulatory agencies, as an integral part of their examination process, periodically review our allowance for loan losses. Those agencies may require us to recognize adjustments
to the allowance for loan losses based on their judgments about the information available to them at the time of their examinations. No assurance can be given that we will not in any particular period sustain loan losses that are sizable in relation
to the amount reserved or that subsequent evaluations of the loan portfolio, in light of conditions and factors then prevailing, will not require significant changes in the allowance for loan losses or future charges to earnings.



40



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The following table summarizes the balances of loans outstanding, average loans outstanding, changes in
the allowance arising from charge-offs and recoveries by category and additions to the allowance that have been charged to expense.



Analysis of the Allowance for Loan Losses



|                                                         |  |                         |         |   |      |   |         |      |  |   |         |   |  |      |         |   |  |   |         |  
|-------------------------------------------------------- |  | ----------------------- | ------- | - | ---- | - | ------- | ---- |  | - | ------- | - |  | ---- | ------- | - |  | - | ------- | -
|                                                         |  | Year ended December 31, |        
|                                                         |  | 2008                    |         |   | 2007 |   |         | 2006 |  |   | 2005    |   |  | 2004 |        
|                                                         |  | (Dollars in thousands)  |        
|Total loans outstanding at end of yeargross             |  | $                       | 538,836 |   |      | $ | 454,198 |      |  | $ | 417,943 |   |  | $    | 386,786 |   |  | $ | 329,530 |  
|                                                         |  |                         |         |   |      |   |         |      |  |   |         |   |  |      |         |   |  |   |         |  
|Average loans outstandinggross                          |  | $                       | 504,426 |   |      | $ | 431,579 |      |  | $ | 409,565 |   |  | $    | 355,755 |   |  | $ | 312,082 |  
|                                                         |  |                         |         |   |      |   |         |      |  |   |         |   |  |      |         |   |  |   |         |  
|Allowance for loan losses at beginning of year           |  | $                       | 4,083   |   |      | $ | 4,725   |      |  | $ | 4,650   |   |  | $    | 4,300   |   |  | $ | 3,550   |  
|                                                         |  |                         |         |   |      |   |         |      |  |   |         |   |  |      |         |   |  |   |         |  
|                                                         |  |                         |         |   |     
|Loan charged off:                                        |  |                         |         |   |      |   |         |      |  |   |         |   |  |      |         |   |  |   |         |  
|Real estate                                              |  |                         | 381     |   |      |   | 433     |      |  |   |        |   |  |      | 12      |   |  |   | 6       |  
|Installment loans                                        |  |                         | 64      |   |      |   | 43      |      |  |   | 68      |   |  |      | 45      |   |  |   | 103     |  
|Credit cards and related plans                           |  |                         |        |   |      |   |        |      |  |   |        |   |  |      | 31      |   |  |   | 38      |  
|Commercial and all other loans                           |  |                         | 253     |   |      |   | 161     |      |  |   | 59      |   |  |      | 218     |   |  |   | 34      |  
|                                                         |  |                         |         |   |      |   |         |      |  |   |         |   |  |      |         |   |  |   |         |  
|Total charge-offs                                        |  |                         | 698     |   |      |   | 637     |      |  |   | 127     |   |  |      | 306     |   |  |   | 181     |  
|                                                         |  |                         |         |   |      |   |         |      |  |   |         |   |  |      |         |   |  |   |         |  
|                                                         |  |                         |         |   |     
|Recoveries of loans previously charged off:              |  |                         |         |   |      |   |         |      |  |   |         |   |  |      |         |   |  |   |         |  
|Real estate                                              |  |                         | 1       |   |      |   |        |      |  |   | 7       |   |  |      |        |   |  |   |        |  
|Installment loans                                        |  |                         | 4       |   |      |   | 18      |      |  |   | 16      |   |  |      | 16      |   |  |   | 50      |  
|Credit cards and related plans                           |  |                         | 9       |   |      |   |        |      |  |   | 3       |   |  |      | 18      |   |  |   | 15      |  
|Commercial and all other loans                           |  |                         | 82      |   |      |   | 76      |      |  |   | 65      |   |  |      | 1       |   |  |   | 62      |  
|                                                         |  |                         |         |   |      |   |         |      |  |   |         |   |  |      |         |   |  |   |         |  
|Total recoveries                                         |  |                         | 96      |   |      |   | 94      |      |  |   | 91      |   |  |      | 35      |   |  |   | 127     |  
|                                                         |  |                         |         |   |      |   |         |      |  |   |         |   |  |      |         |   |  |   |         |  
|Net charge-offs                                          |  |                         | 602     |   |      |   | 543     |      |  |   | 36      |   |  |      | 271     |   |  |   | 54      |  
|Provision for loan losses                                |  |                         | 2,450   |   |      |   | (99     | )    |  |   | 351     |   |  |      | 757     |   |  |   | 804     |  
|Adjustment for loans sold(1)                             |  |                         |        |   |      |   |        |      |  |   |        |   |  |      | (136    | ) |  |   |        |  
|Adjustment for unfunded loans(2)                         |  |                         |        |   |      |   |        |      |  |   | (240    | ) |  |      |        |   |  |   |        |  
|                                                         |  |                         |         |   |      |   |         |      |  |   |         |   |  |      |         |   |  |   |         |  
|Allowance for loan losses at end of year                 |  | $                       | 5,931   |   |      | $ | 4,083   |      |  | $ | 4,725   |   |  | $    | 4,650   |   |  | $ | 4,300   |  
|                                                         |  |                         |         |   |      |   |         |      |  |   |         |   |  |      |         |   |  |   |         |  
|                                                         |  |                         |         |   |     
|Ratios:                                                  |  |                         |         |   |      |   |         |      |  |   |         |   |  |      |         |   |  |   |         |  
|Net charge-offs during year to average loans outstanding |  |                         | 0.12    | % |      |   | 0.13    | %    |  |   | 0.01    | % |  |      | 0.08    | % |  |   | 0.02    | %
|Allowance for loan losses to loans at year end(3)        |  |                         | 1.10    |   |      |   | 0.90    |      |  |   | 1.13    |   |  |      | 1.20    |   |  |   | 1.30    |  
|Allowance for loan losses to nonperforming loans         |  |                         | 59      |   |      |   | 877     |      |  |   | 2,568   |   |  |      | 7,154   |   |  |   | 4,175   |  

---

|(1) |  | During 2005 the Bank sold its credit card portfolio with outstanding balances of approximately $2.7 million. Prior to the sale, the Bank had reserved 5% of the outstanding balances
in the allowance for loan losses. The allowance was reduced by $136 thousand when the credit card portfolio was sold.
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) |  | $240 thousand allocated to approximately $80 million of committed but unfunded loan obligations was reclassed to other liabilities from the Banks allowance for loan losses.
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(3) |  | As a result of the Interagency Policy Statement of the Allowance for Loan and Lease Losses jointly issued in December 2006 by the federal banking regulatory agencies, management
re-evaluated and adjusted the methodology it uses to estimate the allowance for loan losses during the second quarter of 2007.
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



At December 31, 2008, our allowance for loan losses as a percentage of loans was 1.10%, up from 0.90% at December 31, 2007. In evaluating the
allowance for loan losses, we prepare an analysis of our current loan portfolio through the use of historical loss rates, homogeneous risk analysis grouping to include probabilities for loss in each group by risk grade, estimation of period to
impairment in each homogeneous grouping, analysis of internal credit processes, past due loan portfolio performance and overall economic conditions, both regionally and nationally.



Homogeneous loan groups are assigned risk factors based on their perceived loss potential and on their respective risk
ratings. The Bank utilizes a system of nine possible risk ratings. The risk ratings are established based on perceived probability of loss. All loans risk rated doubtful and loss are removed from their homogeneous group and
individually



41



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analyzed for impairment as detailed in FAS 114. Other groups of loans based on certain asset quality indicators and loan size may be selected for impairment
review. Loans are considered impaired if, based on current information and events, it is probable that the Bank will be unable to collect the scheduled payments of principal and interest when due according to the contractual terms of the loan
agreement. The measurement of impaired loans is based on either the fair value of the underlying collateral, the present value of the future cash flows discounted at the historical effective interest rate stipulated in the loan agreement, or the
estimated market value of the loan. In measuring the fair value of the collateral, management uses a comparison to the recent selling price of similar assets, which is consistent with those that would be utilized by unrelated third parties.



A portion of the Banks allowance for loan losses is not
allocated to any specific category of loans. This unallocated portion of the allowance reflects the elements of imprecision and estimation risk inherent in the calculation of the overall allowance. Due to the subjectivity involved in determining the
overall allowance, including the unallocated portion, the portion of the allowance considered unallocated may fluctuate from period to period based on managements evaluation of the factors affecting the assumptions used in calculating the
allowance, including historical loss experience, current and expected economic conditions and geographic conditions.



While we believe that our management uses the best information available to determine the allowance for loan losses, unforeseen market conditions could
result in adjustments to the allowance for loan losses, and net income could be significantly affected if circumstances differ substantially from the assumptions used in making the final determination. Because these factors and managements
assumptions are subject to change, the allocation is not necessarily indicative of future loan portfolio performance.



Net charge-offs of $602 thousand in 2008 increased $59 thousand from 2007 and $566 thousand when compared to 2006. Net charge-offs from real estate
secured loans were $380 thousand, $433 thousand and $(7) thousand for 2008, 2007 and 2006, respectively. Asset quality remains a top priority and our loan portfolio continues to be in excellent shape. For the year, net loan charge-offs were 0.12% of
average loans and nonperforming loans represent only 1.85% of total loans at December 31, 2008. We believe these loan portfolio quality statistics will keep us above our peer averages.



Allocation of the Allowance for Loan Losses



The following table sets forth the allocation of allowance for loan losses
and percent of our total loans represented by the loans in each loan category for each of the years presented. The reserves allocated to loan categories other than real estate declined as of December 31, 2008 compared to December 31, 2007
due to declining historical losses in those categories.



Allocation of the Allowance for Loan Losses



|                               |  |                        |       |         |       |   |        |      |         |  |       |        |  |         |       |  |        |   |         |   |       |        |       |         |  |   |       |  |       |  
|------------------------------ |  | ---------------------- | ----- | ------- | ----- | - | ------ | ---- | ------- |  | ----- | ------ |  | ------- | ----- |  | ------ | - | ------- | - | ----- | ------ | ----- | ------- |  | - | ----- |  | ----- | -
|                               |  | December 31,           |      
|                               |  | 2008                   |       |         | 2007  |   |        | 2006 |         |  | 2005  |        |  | 2004    |      
|                               |  | Amount                 |       | Percent |       |   | Amount |      | Percent |  |       | Amount |  | Percent |       |  | Amount |   | Percent |   |       | Amount |       | Percent | 
|                               |  | (Dollars in thousands) |      
|Real estate                    |  | $                      | 4,762 |         | 80.1  | % |        | $    | 2,642   |  | 74.7  | %      |  | $       | 3,630 |  | 78.4   | % |         | $ | 3,292 |        | 75.0  | %       |  | $ | 2,734 |  | 72.9  | %
|Installment loans              |  |                        | 25    |         | 0.9   |   |        |      | 73      |  | 1.3   |        |  |         | 233   |  | 1.5    |   |         |   | 122   |        | 2.2   |         |  |   | 134   |  | 3.0   |  
|Credit cards and related plans |  |                        | 16    |         | 0.4   |   |        |      | 38      |  | 0.4   |        |  |         | 8     |  | 0.5    |   |         |   | 21    |        | 0.7   |         |  |   | 165   |  | 1.5   |  
|Commercial and all other loans |  |                        | 507   |         | 18.6  |   |        |      | 773     |  | 23.6  |        |  |         | 817   |  | 19.6   |   |         |   | 1,073 |        | 22.1  |         |  |   | 1,196 |  | 22.6  |  
|                               |  |                        |       |         |       |   |        |      |         |  |       |        |  |         |       |  |        |   |         |   |       |        |       |         |  |   |       |  |       |  
|Total allocated                |  |                        | 5,310 |         | 100.0 | % |        |      | 3,526   |  | 100.0 | %      |  |         | 4,688 |  | 100.0  | % |         |   | 4,508 |        | 100.0 | %       |  |   | 4,229 |  | 100.0 | %
|Unallocated                    |  |                        | 621   |         |       |   |        |      | 557     |  |       |        |  |         | 37    |  |        |   |         |   | 142   |        |       |         |  |   | 71    |  |       |  
|                               |  |                        |       |         |       |   |        |      |         |  |       |        |  |         |       |  |        |   |         |   |       |        |       |         |  |   |       |  |       |  
|Total                          |  | $                      | 5,931 |         |       |   |        | $    | 4,083   |  |       |        |  | $       | 4,725 |  |        |   |         | $ | 4,650 |        |       |         |  | $ | 4,300 |  |       |  
|                               |  |                        |       |         |       |   |        |      |         |  |       |        |  |         |       |  |        |   |         |   |       |        |       |         |  |   |       |  |       |  



42



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Nonperforming Assets and Past Due Loans



The following table summarizes our nonperforming assets and past due loans at the dates indicated.



Nonperforming Assets and Past Due Loans



|                                                   |  |                        |        |      |   |      |  |      |     |      |   |    |  |   |    
|-------------------------------------------------- |  | ---------------------- | ------ | ---- | - | ---- |  | ---- | --- | ---- | - | -- |  | - | ---
|                                                   |  | December 31,          
|                                                   |  | 2008                   |        | 2007 |   | 2006 |  | 2005 |     | 2004
|                                                   |  | (Dollars in thousands)
|Non-accrual loans                                  |  | $                      | 9,957  |      | $ | 393  |  | $    | 130 |      | $ |   |  | $ | 66 
|Loans past due 90 days or more days still accruing |  |                        |       |      |   |     |  |      |    |      |   |   |  |   |   
|Restructured loans                                 |  |                        | 24     |      |   | 73   |  |      | 54  |      |   | 65 |  |   | 37 
|Other real estate owned & repossessions            |  |                        | 3,724  |      |   | 66   |  |      | 240 |      |   |   |  |   | 35 
|                                                   |  |                        |        |      |   |      |  |      |     |      |   |    |  |   |    
|Total                                              |  | $                      | 13,705 |      | $ | 532  |  | $    | 424 |      | $ | 65 |  | $ | 138
|                                                   |  |                        |        |      |   |      |  |      |     |      |   |    |  |   |    



A loan is placed on
non-accrual status when, in our judgment, the collection of interest income appears doubtful or the loan is past due 90 days or more. Interest receivable that has been accrued and is subsequently determined to have doubtful collectability is charged
to the appropriate interest income account. Interest on loans that are classified as non-accrual is recognized when received. In some cases, where borrowers are experiencing financial difficulties, loans may be restructured to provide terms
significantly different from the original terms.



At
December 31, 2008 and 2007, nonperforming assets were approximately 2.54% and 0.12%, respectively, of the loans outstanding at such dates. In the third quarter of 2008, the Bank had three large relationships totaling in excess of $10 million
that experienced significant problems and moved into foreclosure status. These three loans constitute the vast majority of the non-performing assets at year end. These credits are all secured and losses are not anticipated to be
significant in any of these credits. The general downturn in the overall economy has also contributed to the overall increase in nonperforming assets reflected at year end. The impact of our impaired loans at December 31, 2008, on our
interest income was approximately $411 thousand as we would have accrued $911 thousand in interest income versus the $500 thousand recognized.



Any loans that are classified for regulatory purposes as loss, doubtful, substandard or special mention, and that are not included as non-performing
loans, do not (i) represent or result from trends or uncertainties that management reasonably expects will materially impact future operating results; or (ii) represent material credits about which management has any information which
causes management to have serious doubts as to the ability of such borrower to comply with the loan repayment terms.



Off-Balance Sheet Arrangements and Contractual Obligations



We have various financial instruments (outstanding commitments) with off-balance sheet risk that are issued in the normal course of business to meet the
financing needs of our customers. These financial instruments include commitments to extend credit and standby letters of credit. We also have contractual cash obligations and commitments, including certificates of deposit, other borrowings,
operating leases and loan commitments. The following tables set forth our commercial commitments and contractual payment obligations as of December 31, 2008.



|                                     |  |                                            |        |                 |   |          |  |          |        |                  |   |       |  |   |       
|------------------------------------ |  | ------------------------------------------ | ------ | --------------- | - | -------- |  | -------- | ------ | ---------------- | - | ----- |  | - | ------
|                                     |  | Amount of Commitment Expiration per Period
|Commercial Commitments               |  | Total                                      |        | Less than1 year |   | 1-3years |  | 4-5years |        | More than5 years
|                                     |  | (Dollars in thousands)                    
|Loan commitments and lines of credit |  | $                                          | 89,531 |                 | $ | 43,568   |  | $        | 18,417 |                  | $ | 5,254 |  | $ | 22,292
|Standby letters of credit            |  |                                            | 1,130  |                 |   | 1,130    |  |          |       |                  |   |      |  |   |      
|                                     |  |                                            |        |                 |   |          |  |          |        |                  |   |       |  |   |       
|Total commercial commitments         |  | $                                          | 90,661 |                 | $ | 44,698   |  | $        | 18,417 |                  | $ | 5,254 |  | $ | 22,292
|                                     |  |                                            |        |                 |   |          |  |          |        |                  |   |       |  |   |       



43



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|                              |  |                                   |         |                 |   |          |  |          |        |                  |   |        |  |   |      
|----------------------------- |  | --------------------------------- | ------- | --------------- | - | -------- |  | -------- | ------ | ---------------- | - | ------ |  | - | -----
|                              |  | Amount of Payments Due per Period
|Contractual Obligations       |  | Total                             |         | Less than1 year |   | 1-3years |  | 4-5years |        | More than5 years
|                              |  | (Dollars in thousands)           
|Short-term borrowings         |  |                                   | 57,716  |                 |   | 57,716   |  |          |       |                  |   |       |  |   |     
|Long-term borrowings          |  |                                   | 26,000  |                 |   |         |  |          | 11,500 |                  |   | 14,500 |  |   |     
|Operating leases              |  |                                   | 2,121   |                 |   | 264      |  |          | 393    |                  |   | 356    |  |   | 1,108
|Deposits                      |  |                                   | 629,152 |                 |   | 591,980  |  |          | 35,635 |                  |   | 1,537  |  |   |     
|                              |  |                                   |         |                 |   |          |  |          |        |                  |   |        |  |   |      
|Total contractual obligations |  | $                                 | 714,989 |                 | $ | 649,960  |  | $        | 47,528 |                  | $ | 16,393 |  | $ | 1,108
|                              |  |                                   |         |                 |   |          |  |          |        |                  |   |        |  |   |      



Investment Portfolio



The composition of our securities portfolio reflects our
investment strategy of maintaining an appropriate level of liquidity while providing a relatively stable source of income. Our securities portfolio also provides a balance to interest rate risk and credit risk in other categories of the balance
sheet while providing a vehicle for investing available funds, furnishing liquidity and supplying securities to pledge as required collateral for certain deposits and borrowed funds. We use two categories to classify our securities:
held-to-maturity and available-for-sale. Currently, none of our investments are classified as held-to-maturity. While we have no plans to liquidate a significant amount of our securities, the securities classified as
available-for-sale may be sold to meet liquidity needs should management deem it to be in our best interest.



Our investment securities totaled $239.7 million at December 31, 2008, $125.9 million at December 31, 2007 and $125.9 million at
December 31, 2006. The increase in investment securities of $113.8 million or 90.4% when compared to December 31, 2007 is principally due to leverage strategies implemented to take advantage of favorable spreads between yields on
securities and borrowing cost from the Federal Home Loan Bank. From 2006 to 2007 the investment portfolio remained flat. Additions to the investment securities portfolio depend to a large extent on the availability of investable funds that are not
otherwise needed to satisfy loan demand. Investable funds not otherwise utilized are temporarily invested as federal funds sold or as interest-bearing balances at other banks, the level of which is affected by such considerations as near-term loan
demand and liquidity needs.



The carrying values of investment
securities held by us at the dates indicated are summarized as follows:



Investment Portfolio Composition



|                                                |  |                        |         |            |       |   |      |   |            |  |       |      |  |            |         |  |       |  
|----------------------------------------------- |  | ---------------------- | ------- | ---------- | ----- | - | ---- | - | ---------- |  | ----- | ---- |  | ---------- | ------- |  | ----- | -
|                                                |  | December 31,           |        
|                                                |  | 2008                   |         | Percentage |       |   | 2007 |   | Percentage |  |       | 2006 |  | Percentage |        
|                                                |  | (Dollars in thousands) |        
|Securities available-for-sale:                  |  |                        |         |            |       |   |      |   |            |  |       |      |  |            |         |  |       |  
|Government-sponsored enterprises and FFCB bonds |  | $                      | 29,524  |            | 12.3  | % |      | $ | 33,022     |  | 26.2  | %    |  | $          | 36,760  |  | 29.2  | %
|Collaterized mortgage obligations               |  |                        | 20,759  |            | 8.7   |   |      |   | 21,687     |  | 17.2  |      |  |            | 21,221  |  | 16.9  |  
|Corporate notes                                 |  |                        | 6,888   |            | 2.9   |   |      |   | 2,958      |  | 2.3   |      |  |            | 3,046   |  | 2.4   |  
|Mortgage-backed securities                      |  |                        | 148,649 |            | 62.0  |   |      |   | 31,453     |  | 25.0  |      |  |            | 32,223  |  | 25.6  |  
|Tax-exempt municipal securities                 |  |                        | 33,209  |            | 13.8  |   |      |   | 35,941     |  | 28.6  |      |  |            | 32,610  |  | 25.9  |  
|Equity securities                               |  |                        | 680     |            | 0.3   |   |      |   | 827        |  | 0.7   |      |  |            |        |  |      |  
|                                                |  |                        |         |            |       |   |      |   |            |  |       |      |  |            |         |  |       |  
|Total investments                               |  | $                      | 239,709 |            | 100.0 | % |      | $ | 125,888    |  | 100.0 | %    |  | $          | 125,860 |  | 100.0 | %
|                                                |  |                        |         |            |       |   |      |   |            |  |       |      |  |            |         |  |       |  



44



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The following table shows maturities of the carrying values and the weighted-average yields of investment
securities held by us at December 31, 2008.



Investment
Portfolio Maturity Schedule



|                                                |  |                        |       |   |                           |   |      |                          |  |   |                               |   |  |              |         |   |             |   |        |   |  |   |         |  
|----------------------------------------------- |  | ---------------------- | ----- | - | ------------------------- | - | ---- | ------------------------ |  | - | ----------------------------- | - |  | ------------ | ------- | - | ----------- | - | ------ | - |  | - | ------- | -
|                                                |  | 3 monthsor less        |       |   | Over3 monthsthrough1 year |   |      | Over1 yearthrough5 years |  |   | Over5 yearsbut within10 years |   |  | Over10 years |         |   | Total/Yield |  
|                                                |  | Amount/Yield           |       |   | Amount/Yield              |   |      | Amount/Yield             |  |   | Amount/Yield                  |   |  | Amount/Yield |         |  
|                                                |  | (Dollars in thousands) |      
|Securities available-for-sale:                  |  |                        |       |   |                           |   |      |                          |  |   |                               |   |  |              |         |   |             |   |        |   |  |   |         |  
|Government-sponsored enterprises and FFCB bonds |  | $                      |      |   |                           | $ |     |                          |  | $ | 5,149                         |   |  | $            | 9,614   |   |             | $ | 14,761 |   |  | $ | 29,524  |  
|                                                |  |                        |      | % |                           |   |     | %                        |  |   | 5.05                          | % |  |              | 4.84    | % |             |   | 5.41   | % |  |   | 5.16    | %
|Collaterized mortgage obligations(1)            |  |                        | 2,522 |   |                           |   |     |                          |  |   | 11,614                        |   |  |              | 6,623   |   |             |   |       |   |  |   | 20,759  |  
|                                                |  |                        | 6.00  |   |                           |   |     |                          |  |   | 4.76                          |   |  |              | 4.88    |   |             |   |       |   |  |   | 4.95    |  
|Corporate notes                                 |  |                        |      |   |                           |   |     |                          |  |   |                              |   |  |              | 6,888   |   |             |   |       |   |  |   | 6,888   |  
|                                                |  |                        |      |   |                           |   |     |                          |  |   |                              |   |  |              | 6.27    |   |             |   |       |   |  |   | 6.27    |  
|Mortgage-backed securities(1)                   |  |                        | 4,694 |   |                           |   |     |                          |  |   | 24,315                        |   |  |              | 73,016  |   |             |   | 46,624 |   |  |   | 148,649 |  
|                                                |  |                        | 5.79  |   |                           |   |     |                          |  |   | 4.57                          |   |  |              | 5.05    |   |             |   | 5.78   |   |  |   | 5.23    |  
|Tax-exempt municipal securities(2)              |  |                        | 898   |   |                           |   | 428  |                          |  |   | 6,147                         |   |  |              | 16,936  |   |             |   | 8,800  |   |  |   | 33,209  |  
|                                                |  |                        | 6.45  |   |                           |   | 6.80 |                          |  |   | 5.97                          |   |  |              | 5.65    |   |             |   | 5.84   |   |  |   | 5.80    |  
|Equity securities(3)                            |  |                        |      |   |                           |   |     |                          |  |   |                              |   |  |              |        |   |             |   | 680    |   |  |   | 680     |  
|                                                |  |                        |      |   |                           |   |     |                          |  |   |                              |   |  |              |        |   |             |   | 9.60   |   |  |   | 14.1    |  
|                                                |  |                        |       |   |                           |   |      |                          |  |   |                               |   |  |              |         |   |             |   |        |   |  |   |         |  
|Total investments                               |  | $                      | 8,114 |   |                           | $ | 428  |                          |  | $ | 47,225                        |   |  | $            | 113,077 |   |             | $ | 70,865 |   |  | $ | 239,709 |  
|                                                |  |                        |       |   |                           |   |      |                          |  |   |                               |   |  |              |         |   |             |   |        |   |  |   |         |  
|                                                |  |                        | 5.93  | % |                           |   | 6.80 | %                        |  |   | 4.85                          | % |  |              | 5.19    | % |             |   | 5.77   | % |  |   | 5.32    | %
|                                                |  |                        |       |   |                           |   |      |                          |  |   |                               |   |  |              |         |   |             |   |        |   |  |   |         |  

---

|(1) |  | Mortgage-backed securities (MBS) and collaterized mortgage obligations (CMO) maturities are based on the average life at the projected prepayment assumptions. All other bond
maturities are based on maturity date.
|--- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) |  | Yields on tax-exempt investments have been adjusted to a fully taxable-equivalent basis (FTE) using the federal income tax rate of 34%.
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------

|(3) |  | Equity securities yield is based on dividends paid in 2008.
|--- |  | -----------------------------------------------------------



The weighted average yields shown are calculated on the basis of cost and effective yields for the scheduled maturity of each security. At
December 31, 2008, the market value of the investment portfolio was approximately $2.1 million above its book value, which is primarily the result of lower market interest rates compared to the interest rates on the investments in the
portfolio.



We currently have the ability to hold our
available-for-sale investment securities to maturity. However, should conditions change, we may sell unpledged securities. We consider the overall quality of the securities portfolio to be high. All securities held are traded in liquid markets. As
of December 31, 2008, we owned securities from issuers in which the aggregate amortized cost from such issuers exceeded 10% of our shareholders equity. As of December 31, 2008 the amortized cost and market value of the securities
from each issuer were as follows:



|                                         |  |                        |        |              |   |       
|---------------------------------------- |  | ---------------------- | ------ | ------------ | - | ------
|                                         |  | Amortized Cost         |        | Market Value
|                                         |  | (Dollars in thousands)
|Federal National Mortgage Corporation    |  | $                      | 79,884 |              | $ | 81,182
|Federal Home Loan Mortgage Corporation   |  |                        | 53,436 |              |   | 54,079
|Federal Home Loan Banks                  |  |                        | 7,497  |              |   | 7,728 
|Government National Mortgage Association |  |                        | 52,119 |              |   | 52,650



At December 31,
2008, we held $8.3 million in bank owned life insurance, compared to $8.0 million at December 31, 2007.



45



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Deposits



Deposits increased to $629.2 million, up 19.5% as of December 31, 2008 compared to deposits of $526.4 million at December 31, 2007.
Non-interest-bearing deposits decreased $5.4 million from year-end 2007 to year-end 2008, while total interest-bearing deposits increased $108.2 million over the same period. The most significant increases in deposits are attributed to time
deposits, including wholesale time deposits, with a $61.9 million increase in time deposits of $100,000 or more and a $52.2 million increase in other time deposits. We believe that we can improve our core deposit funding by improving our branch
network and providing more convenient opportunities for customers to bank with us. For this reason, we added two additional branches in the Greenville, NC area and converted an existing loan production office in Ocean Isle Beach, NC to a
full-service branch in 2007 and added an addition branch in Leland, NC in 2008. We anticipate that our deposits will continue to increase throughout 2009.



Total deposits at December 31, 2007 increased $14.2 million or 2.8% compared to total deposits of $512.2 million at December 31, 2006.
Non-interest-bearing deposits decreased $1.3 million from year-end 2006 to year-end 2007, while total interest-bearing deposits increased $15.4 million over the same period. Time deposits increased $7.9 million during 2007 of which $6.0 million was
attributable to increases in time deposits of $100,000 or more.



The average balance of deposits and interest rates thereon for the years ended December 31, 2008, 2007, and 2006 are summarized below.



Average Deposits



|                                 |  |                         |         |      |      |   |                |      |         |  |      |                |  |      |         |  |      |  
|-------------------------------- |  | ----------------------- | ------- | ---- | ---- | - | -------------- | ---- | ------- |  | ---- | -------------- |  | ---- | ------- |  | ---- | -
|                                 |  | Year ended December 31, |        
|                                 |  | 2008                    |         |      | 2007 |   |                | 2006 |        
|                                 |  | AverageBalance          |         | Rate |      |   | AverageBalance |      | Rate    |  |      | AverageBalance |  | Rate |        
|                                 |  | (Dollars in thousands)  |        
|Interest-bearing demand deposits |  | $                       | 96,032  |      | 0.93 | % |                | $    | 95,008  |  | 1.87 | %              |  | $    | 92,830  |  | 1.35 | %
|Savings deposits                 |  |                         | 17,870  |      | 0.49 |   |                |      | 18,740  |  | 0.50 |                |  |      | 21,708  |  | 0.50 |  
|Time deposits                    |  |                         | 374,407 |      | 4.09 |   |                |      | 303,927 |  | 5.02 |                |  |      | 271,671 |  | 4.42 |  
|                                 |  |                         |         |      |      |   |                |      |         |  |      |                |  |      |         |  |      |  
|Total interest-bearing deposits  |  |                         | 488,309 |      | 3.33 |   |                |      | 417,675 |  | 4.10 |                |  |      | 386,209 |  | 3.46 |  
|Non-interest-bearing deposits    |  |                         | 90,031  |      |      |   |                |      | 94,397  |  |      |                |  |      | 92,988  |  |      |  
|                                 |  |                         |         |      |      |   |                |      |         |  |      |                |  |      |         |  |      |  
|Total deposits                   |  | $                       | 578,340 |      | 2.81 | % |                | $    | 512,072 |  | 3.33 | %              |  | $    | 479,197 |  | 2.79 | %
|                                 |  |                         |         |      |      |   |                |      |         |  |      |                |  |      |         |  |      |  



For the years ended
December 31, 2008, 2007 and 2006, our average non-interest-bearing deposits have been approximately 15.6%, 18.4% and 19.4%, respectively of our average total deposits. Owing to our loan growth, during 2008 we continued to look to the wholesale
funds market to augment our core funding. We subscribe to an Internet bulletin board service to advertise our deposit rates. At year-end 2008 and 2007, we had approximately $134.5 million and $42.6 million, respectively, in these types of deposits,
most of which have a maturity of two years or less.



As of
December 31, 2008, we held approximately $137.9 million in time deposits of $100,000 or more of individuals, local governments or municipal entities and $86.3 million of wholesale deposits of $100,000 or more. Non-brokered time deposits less
than $100,000 were approximately $150.6 million at December 31, 2008. The following table is a maturity schedule of our time deposits as of December 31, 2008.



46



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Time Deposit Maturity Schedule



|                                                                 |  |                        |         |           |   |            |  |               |         |       |   |        |  |   |        
|---------------------------------------------------------------- |  | ---------------------- | ------- | --------- | - | ---------- |  | ------------- | ------- | ----- | - | ------ |  | - | -------
|                                                                 |  | 3 monthsor less        |         | 4-6months |   | 7-12months |  | Over 12months |         | Total
|                                                                 |  | (Dollars in thousands)
|Non-wholesale time certificates of deposit of less than $100,000 |  | $                      | 47,410  |           | $ | 28,234     |  | $             | 54,417  |       | $ | 20,593 |  | $ | 150,654
|Non-wholesale time certificates of deposit of $100,000 or more   |  |                        | 47,314  |           |   | 26,374     |  |               | 52,167  |       |   | 12,063 |  |   | 137,918
|Wholesale time certificates of deposit of less than $100,000     |  |                        | 19,607  |           |   | 19,155     |  |               | 7,539   |       |   | 1,922  |  |   | 48,223 
|Wholesale time certificates of deposit of $100,000 or more       |  |                        | 32,729  |           |   | 29,323     |  |               | 21,621  |       |   | 2,594  |  |   | 86,267 
|                                                                 |  |                        |         |           |   |            |  |               |         |       |   |        |  |   |        
|Total time deposits                                              |  | $                      | 147,060 |           | $ | 103,086    |  | $             | 135,744 |       | $ | 37,172 |  | $ | 423,062
|                                                                 |  |                        |         |           |   |            |  |               |         |       |   |        |  |   |        



Borrowings



Short-term borrowings include sweep accounts, advances from the Federal
Home Loan Bank of Atlanta (the FHLB) having maturities of one year or less, Federal Funds purchased and repurchase agreements. Our short-term borrowings totaled $57.7 million on December 31, 2008, compared to $43.2 million on
December 31, 2007, an increase of $14.5 million. Our short-term advances from FHLB increased $6.0 million while repurchase agreements decreased $2.1 million and sweep accounts decreased $2.4 million from December 31, 2007 to
December 31, 2008. Federal funds purchased increased $13.0 million from December 31, 2007 to December 31, 2008.



The following table details the maturities and rates of our borrowings from the FHLB, as of December 31, 2008.



|                       |  |            |  |           |  |         |  |      |  |                  
|---------------------- |  | ---------- |  | --------- |  | ------- |  | ---- |  | -----------------
|Borrow Date            |  | Type       |  | Principal |  | Term    |  | Rate |  | Maturity         
|(Dollars in thousands)
|January 25, 2008       |  | Fixed rate |  | 20,000    |  | 1 year  |  | 2.90 |  | January 26, 2009 
|February 28, 2008      |  | Fixed rate |  | 10,000    |  | 1 year  |  | 2.57 |  | February 27, 2009
|March 12, 2008         |  | Fixed rate |  | 4,000     |  | 1 year  |  | 2.44 |  | March 12, 2009   
|March 12, 2008         |  | Fixed rate |  | 5,000     |  | 2 years |  | 2.56 |  | March 12, 2010   
|March 12, 2008         |  | Fixed rate |  | 6,500     |  | 3 years |  | 2.89 |  | March 14, 2011   
|February 29, 2008      |  | Fixed rate |  | 5,000     |  | 4 years |  | 3.18 |  | February 29, 2012
|March 12, 2008         |  | Fixed rate |  | 2,000     |  | 4 years |  | 3.25 |  | March 12, 2012   
|March 12, 2008         |  | Fixed rate |  | 7,500     |  | 5 years |  | 3.54 |  | March 12, 2013   



Total Borrowings: $
60,000            Composite rate: 2.90%



Long-Term Obligations



Long-term obligations consist of advances from FHLB with maturities greater than one year. Our long-term borrowings from the FHLB totaled $26.0 million on December 31, 2008, compared to no long-term FHLB advances on
December 31, 2007. The increase of long-term FHLB advances is associated with the leverage transaction executed during the first quarter of 2008.



Liquidity



Liquidity refers to our continuing ability to meet deposit withdrawals, fund loan and capital expenditure commitments, maintain reserve requirements, pay
operating expenses and provide funds for payment of dividends, debt service and other operational requirements. Liquidity is immediately available from five major sources: (a) cash on hand and on deposit at other banks; (b) the outstanding
balance of federal funds sold; (c) lines for the purchase of federal funds from other banks; (d) lines of credit established at the FHLB, less existing advances; and (e) our investment securities portfolio. All our debt securities are
of investment grade quality and, if the need arises, can promptly be liquidated on the open market or pledged as collateral for short-term borrowing.



Consistent with our general approach to liquidity management, loans and other assets of the Bank are funded primarily using a core of local deposits,
proceeds from retail repurchase agreements and excess Bank capital. During 2008



47



---

the Bank relied more heavily on wholesale time deposits to meet our liquidity needs. Wholesale deposits increased $91.9 million from December 31, 2007
to December 31, 2008 primarily because of increased use of internet deposits. The Bank intends to focus on increasing core deposits in order to limit the increase in wholesale deposits.



We are a member of the Federal Home Loan Bank of Atlanta. Membership, along
with a blanket collateral commitment of our one-to-four family residential mortgage loan portfolio, as well as our commercial real estate loan portfolio, provided us the ability to draw up to $168.6 million, $128.8 million and $124.8 million of
advances from the FHLB at December 31, 2008, 2007 and 2006, respectively. At December 31, 2008, we had outstanding FHLB advances totaling $60.0 million compared to $28.0 million and $3.0 million at December 31, 2007 and 2006,
respectively.



As a requirement for membership, we invest in
stock of the FHLB in the amount of 1.0% of our outstanding residential loans or 5.0% of our outstanding advances from the FHLB, whichever is greater. That stock is pledged as collateral for any FHLB advances drawn by us. At December 31, 2008,
we owned 38,591 shares of the FHLBs $100 par value capital stock, compared to 23,822 and 12,293 shares at December 31, 2007 and 2006, respectively. No ready market exists for FHLB stock, which is carried at cost.



We also had unsecured federal funds lines in the aggregate amount of $31.0
million available to us at December 31, 2008 under which we can borrow funds to meet short-term liquidity needs. At December 31, 2008, we had $13.0 million outstanding under these federal funds lines. We also have the ability to borrow
from the Federal Reserve Discount Window by pledging certain types of collateral. Another source of funding available is loan participations sold to other commercial banks (in which we retain the servicing rights). As of December 31, 2008, we
did not have any loan participations sold. We believe that our liquidity sources are adequate to meet our operating needs.



Capital Resources and Shareholders Equity



Shareholders equity increased by approximately $1.1 million to $67.9 million at December 31, 2008 from $66.8 million at December 31,
2007. We experienced net income in 2008 of $3.4 million and recognized stock compensation of $212 thousand on restricted stock awards and stock options. We had a change from a net unrealized loss to an unrealized gain on available-for-sale
securities of $1.7 million and we declared cash dividends of $2.1 million or $0.73 per share during 2008. During the year we repurchased 78,780 shares of our outstanding common stock at a cost of $1.8 million. We also recorded a liability of $387
thousand to record the postretirement benefit related to split-dollar life insurance arrangements due to adoption of EITF 06-4 on January 1, 2008, which was reflected as a cumulative effect adjustment to retained earnings.



Shareholders equity increased by approximately $4.0 million to $66.8
million at December 31, 2007 from $62.8 million at December 31, 2006. We experienced net income in 2007 of $4.8 million, $237 thousand from the exercise of stock options and recognized stock compensation of $205 thousand on
restricted stock awards and stock options. We had a decrease in net unrealized losses on available-for-sale securities of $871 thousand and we declared cash dividends of $2.0 million or $0.70 per share during 2007. During 2007 we repurchased 1,223
shares of our outstanding common stock at a cost of $31 thousand.



The following table presents information concerning capital required of us and our actual capital ratios.



|                                         |  |                                                              |   |  |                                            |   |  |          |   |  |             |  
|---------------------------------------- |  | ------------------------------------------------------------ | - |  | ------------------------------------------ | - |  | -------- | - |  | ----------- | -
|                                         |  | To be wellcapitalizedunder promptcorrective actionprovisions |   |  | Minimumrequired forcapitaladequacypurposes |   |  | OurRatio |   |  | BanksRatio |  
|                                         |  | Ratio                                                        |   |  | Ratio                                      |   |  |         
|As of December 31, 2008:                 |  |                                                              |   |  |                                            |   |  |          |   |  |             |  
|Tier 1 Capital (to Average Assets)       |  | 3  5.00                                                      | % |  | 33.00                                      | % |  | 8.65     | % |  | 8.65        | %
|Tier 1 Capital (to Risk Weighted Assets) |  | 3  6.00                                                      |   |  | 34.00                                      |   |  | 10.83    |   |  | 10.83       |  
|Total Capital (to Risk Weighted Assets)  |  | 310.00                                                       |   |  | 38.00                                      |   |  | 11.80    |   |  | 11.80       |  
|As of December 31, 2007:                 |  |                                                              |   |  |                                            |   |  |          |   |  |             |  
|Tier 1 Capital (to Average Assets)       |  | 3  5.00                                                      | % |  | 33.00                                      | % |  | 10.66    | % |  | 8.98        | %
|Tier 1 Capital (to Risk Weighted Assets) |  | 3  6.00                                                      |   |  | 34.00                                      |   |  | 12.94    |   |  | 10.90       |  
|Total Capital (to Risk Weighted Assets)  |  | 310.00                                                       |   |  | 38.00                                      |   |  | 13.72    |   |  | 11.69       |  





48



---

Inflation and Other Issues



Because our assets and liabilities are primarily monetary in nature, the effect of inflation on our assets is less
significant compared to most commercial and industrial companies. However, inflation does have an impact on the growth of total assets in the banking industry and the resulting need to increase capital at higher than normal rates in order to
maintain an appropriate equity-to-assets ratio. Inflation also has a significant effect on other expenses, which tend to rise during periods of general inflation. Notwithstanding these effects of inflation, management believes our financial results
are influenced more by our ability to react to changes in interest rates than by inflation.



Except as discussed in this Managements Discussion and Analysis, management is not aware of trends, events or uncertainties that will have or that are reasonably likely to have a material adverse effect on the
liquidity, capital resources or operations. Management is not aware of any current recommendations by regulatory authorities which, if they were implemented, would have such an effect.



Recent Accounting Pronouncements



Please refer to Note (1) (S) of our consolidated financial statements for a summary of recent authoritative pronouncements that could impact our
accounting, reporting, and/or disclosure of financial information.



49



---

Summary Quarterly Financial Information



The following table contains summary financial information for each quarterly period listed below. This information has been
derived from our unaudited interim consolidated financial statements. This information has not been audited but, in the opinion of our management, it includes all adjustments (consisting only of normal recurring adjustments) which management
considers necessary for a fair presentation of our results for those periods. You should read this information in conjunction with our audited year end consolidated financial statements that appear in Item 8 of this report. Our results for
quarterly periods shown in the table are not necessarily indicative of our results for any future period.



|                                       |  |                                               |           |   |              |   |           |               |  |   |              |   |  |               |           |   |              |   |           |               |  |   |              |   |  |   |           |   |  |   |           |  
|-------------------------------------- |  | --------------------------------------------- | --------- | - | ------------ | - | --------- | ------------- |  | - | ------------ | - |  | ------------- | --------- | - | ------------ | - | --------- | ------------- |  | - | ------------ | - |  | - | --------- | - |  | - | --------- | -
|                                       |  | 2008                                          |           |   | 2007         |  
|                                       |  | FourthQuarter                                 |           |   | ThirdQuarter |   |           | SecondQuarter |  |   | FirstQuarter |   |  | FourthQuarter |           |   | ThirdQuarter |   |           | SecondQuarter |  |   | FirstQuarter |  
|                                       |  | (Dollars in thousands, except per share data) |          
|Summary of Operations                  |  |                                               |           |   |              |   |           |               |  |   |              |   |  |               |           |   |              |   |           |               |  |   |              |   |  |   |           |   |  |   |           |  
|                                       |  |                                               |           |   |              |   |           |              
|Income Statement Data:                 |  |                                               |           |   |              |   |           |               |  |   |              |   |  |               |           |   |              |   |           |               |  |   |              |   |  |   |           |   |  |   |           |  
|Interest income                        |  | $                                             | 9,793     |   |              | $ | 9,964     |               |  | $ | 9,848        |   |  | $             | 9,734     |   |              | $ | 10,086    |               |  | $ | 10,210       |   |  | $ | 9,871     |   |  | $ | 9,816     |  
|Interest expense(1)                    |  |                                               | 5,056     |   |              |   | 4,574     |               |  |   | 4,481        |   |  |               | 4,714     |   |              |   | 4,777     |               |  |   | 4,890        |   |  |   | 4,905     |   |  |   | 4,863     |  
|Net interest income                    |  |                                               | 4,737     |   |              |   | 5,390     |               |  |   | 5,367        |   |  |               | 5,020     |   |              |   | 5,309     |               |  |   | 5,320        |   |  |   | 4,966     |   |  |   | 4,953     |  
|Provision for loan losses              |  |                                               | 1,110     |   |              |   | 440       |               |  |   | 570          |   |  |               | 330       |   |              |   |          |               |  |   |             |   |  |   | (489      | ) |  |   | 390       |  
|Net interest income after provision    |  |                                               | 3,627     |   |              |   | 4,950     |               |  |   | 4,797        |   |  |               | 4,690     |   |              |   | 5,309     |               |  |   | 5,320        |   |  |   | 5,455     |   |  |   | 4,563     |  
|Non-interest income(2)                 |  |                                               | 1,138     |   |              |   | 1,775     |               |  |   | 1,707        |   |  |               | 1,948     |   |              |   | 1,338     |               |  |   | 1,582        |   |  |   | 1,585     |   |  |   | 1,681     |  
|Non-interest expense(3)                |  |                                               | 4,792     |   |              |   | 5,476     |               |  |   | 5,108        |   |  |               | 5,257     |   |              |   | 4,857     |               |  |   | 5,285        |   |  |   | 5,241     |   |  |   | 4,961     |  
|Income (loss) before income taxes      |  |                                               | (27       | ) |              |   | 1,249     |               |  |   | 1,396        |   |  |               | 1,381     |   |              |   | 1,790     |               |  |   | 1,617        |   |  |   | 1,799     |   |  |   | 1,283     |  
|Income taxes                           |  |                                               | (289      | ) |              |   | 240       |               |  |   | 294          |   |  |               | 335       |   |              |   | 522       |               |  |   | 282          |   |  |   | 542       |   |  |   | 331       |  
|Net income                             |  |                                               | 262       |   |              |   | 1,009     |               |  |   | 1,102        |   |  | $             | 1,046     |   |              |   | 1,268     |               |  |   | 1,335        |   |  |   | 1,257     |   |  |   | 952       |  
|                                       |  |                                               |           |   |              |   |           |              
|Per Share Data and Shares Outstanding: |  |                                               |           |   |              |   |           |               |  |   |              |   |  |               |           |   |              |   |           |               |  |   |              |   |  |   |           |   |  |   |           |  
|Net incomebasic                       |  | $                                             | 0.09      |   |              | $ | 0.35      |               |  | $ | 0.38         |   |  | $             | 0.36      |   |              | $ | 0.44      |               |  | $ | 0.46         |   |  | $ | 0.43      |   |  | $ | 0.33      |  
|Net incomediluted                     |  |                                               | 0.09      |   |              |   | 0.35      |               |  |   | 0.38         |   |  |               | 0.36      |   |              |   | 0.43      |               |  |   | 0.46         |   |  |   | 0.43      |   |  |   | 0.33      |  
|Cash dividends                         |  |                                               | 0.1825    |   |              |   | 0.1825    |               |  |   | 0.1825       |   |  |               | 0.1825    |   |              |   | 0.175     |               |  |   | 0.175        |   |  |   | 0.175     |   |  |   | 0.175     |  
|Book value at period end               |  |                                               | 23.89     |   |              |   | 22.88     |               |  |   | 22.43        |   |  |               | 23.30     |   |              |   | 22.88     |               |  |   | 22.36        |   |  |   | 21.71     |   |  |   | 21.84     |  
|Shares outstanding at period end       |  |                                               | 2,844,489 |   |              |   | 2,887,996 |               |  |   | 2,888,896    |   |  |               | 2,909,699 |   |              |   | 2,920,769 |               |  |   | 2,921,992    |   |  |   | 2,921,992 |   |  |   | 2,921,992 |  
|                                       |  |                                               |           |   |              |   |           |              
|Balance Sheet Data:                    |  |                                               |           |   |              |   |           |               |  |   |              |   |  |               |           |   |              |   |           |               |  |   |              |   |  |   |           |   |  |   |           |  
|Total assets                           |  | $                                             | 841,851   |   |              | $ | 767,768   |               |  | $ | 738,040      |   |  | $             | 714,562   |   |              | $ | 643,889   |               |  | $ | 629,679      |   |  | $ | 629,573   |   |  | $ | 616,042   |  
|Investments                            |  |                                               | 239,709   |   |              |   | 154,077   |               |  |   | 157,589      |   |  |               | 160,874   |   |              |   | 125,888   |               |  |   | 124,581      |   |  |   | 125,413   |   |  |   | 129,424   |  
|Loans                                  |  |                                               | 538,836   |   |              |   | 524,337   |               |  |   | 516,492      |   |  |               | 485,774   |   |              |   | 454,198   |               |  |   | 440,340      |   |  |   | 436,610   |   |  |   | 418,308   |  
|Interest-earning assets                |  |                                               | 783,306   |   |              |   | 704,524   |               |  |   | 679,708      |   |  |               | 661,182   |   |              |   | 588,168   |               |  |   | 568,097      |   |  |   | 570,164   |   |  |   | 559,697   |  
|Deposits                               |  |                                               | 629,152   |   |              |   | 619,019   |               |  |   | 578,273      |   |  |               | 555,591   |   |              |   | 526,361   |               |  |   | 527,368      |   |  |   | 518,285   |   |  |   | 502,980   |  
|Long-term obligations                  |  |                                               | 26,000    |   |              |   | 26,000    |               |  |   | 26,000       |   |  |               | 26,000    |   |              |   |          |               |  |   |             |   |  |   |          |   |  |   |          |  
|Shareholders equity                   |  |                                               | 67,943    |   |              |   | 66,086    |               |  |   | 64,806       |   |  |               | 67,798    |   |              |   | 66,841    |               |  |   | 65,339       |   |  |   | 63,436    |   |  |   | 63,821    |  
|                                       |  |                                               |           |   |              |   |           |              
|Selected Performance Ratios:           |  |                                               |           |   |              |   |           |               |  |   |              |   |  |               |           |   |              |   |           |               |  |   |              |   |  |   |           |   |  |   |           |  
|Rate of return (annualized) on:        |  |                                               |           |   |              |   |           |               |  |   |              |   |  |               |           |   |              |   |           |               |  |   |              |   |  |   |           |   |  |   |           |  
|Total assets                           |  |                                               | 0.14      | % |              |   | 0.54      | %             |  |   | 0.61         | % |  |               | 0.62      | % |              |   | 0.80      | %             |  |   | 0.85         | % |  |   | 0.82      | % |  |   | 0.62      | %
|Shareholders equity                   |  |                                               | 1.59      |   |              |   | 6.23      |               |  |   | 6.52         |   |  |               | 6.52      |   |              |   | 7.67      |               |  |   | 8.30         |   |  |   | 7.89      |   |  |   | 6.00      |  
|Dividend payout ratio                  |  |                                               | 202.78    |   |              |   | 52.14     |               |  |   | 48.03        |   |  |               | 50.69     |   |              |   | 39.77     |               |  |   | 38.04        |   |  |   | 40.70     |   |  |   | 53.03     |  

---

|1. |  | Fourth quarter 2008 includes expense of $350 thousand for interest on taxes.
|-- |  | ----------------------------------------------------------------------------

|2. |  | Fourth quarter 2008 includes amortization of a tax credit with Community Affordable Housing Equity Corporation of $291 thousand.
|-- |  | --------------------------------------------------------------------------------------------------------------------------------

|3. |  | Fourth quarter 2008 and 2007 declined from prior quarters due to the reversal of previously accrued incentive pay because certain goals set by the board under the Companys
incentive plan were not met.
|-- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



50



---

CAUTIONARY NOTE ABOUT FORWARD-LOOKING STATEMENTS



Statements in this Report and exhibits relating to plans, strategies,
economic performance and trends, projections of results of specific activities or investments, expectations or beliefs about future events or results, and other statements that are not descriptions of historical facts, may be forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking information is inherently subject to
risks and uncertainties, and actual results could differ materially from those currently anticipated due to a number of factors, which include, but are not limited to, risk factors discussed in Item 1A under the heading Rick Factors
and in other documents filed by the Company with the Securities and Exchange Commission from time to time. Forward-looking statements may be identified by terms such as may, will, should, could,
expects, plans, intends, anticipates, believes, estimates, predicts, forecasts, potential or continue, or similar terms or the
negative of these terms, or other statements concerning opinions or judgments of the Companys management about future events. Factors that could influence the accuracy of such forward-looking statements include, but are not limited to:
(a) pressures on the earnings, capital and liquidity of financial institutions resulting from current and future adverse conditions in the credit and equity markets and the banking industry in general, (b) the financial success or changing
strategies of the Companys customers, (c) actions of government regulators, (d) the level of market interest rates, (e) weather and similar conditions, particularly the effect of hurricanes on the Companys banking and
operations facilities and on the Companys customers and the communities in which it does business, (f) changes in general economic conditions and the real estate values in our banking market (particularly changes that affect our loan
portfolio, the abilities of our borrowers to repay their loans, and the values of loan collateral), (g) changes in competitive pressures among depository and other financial institutions or in our ability to compete effectively against larger
financial institutions in our banking market. Although the Company believes that the expectations reflected in the forward-looking statements are reasonable, it cannot guarantee future results, levels of activity, performance or achievements. All
forward-looking statements attributable to the Company are expressly qualified in their entirety by the cautionary statements in this paragraph. The Company has no obligations, and does not intend, to update these forward-looking statements.



Item 7A.    Quantitative and
Qualitative Disclosures About Market Risk

---



Information required by this Item is included in Managements Discussion and Analysis of Financial Condition and Results of Operations contained in
Item 7 under the caption Market Risk.



51



---

Item 8.    Financial Statements and Supplementary Data

---



INDEX TO CONSOLIDATED
FINANCIAL STATEMENTS



|                                                                                                                |  |     
|--------------------------------------------------------------------------------------------------------------- |  | ----
|                                                                                                                |  | Page
|Audited Financial Statements for the years ended December 31, 2008, 2007 and 2006                               |  |     
|                                                                                                                | 
|Report of Dixon Hughes PLLC                                                                                     |  | 53  
|                                                                                                                | 
|Consolidated Balance Sheets as of December 31, 2008 and 2007                                                    |  | 54  
|                                                                                                                | 
|Consolidated Statements of Income for the years ended December 31, 2008, 2007 and 2006                          |  | 55  
|                                                                                                                | 
|Consolidated Statements of Changes in Shareholders Equity for the years ended December 31, 2008, 2007 and
2006 |  | 56  
|                                                                                                                | 
|Consolidated Statements of Cash Flows for the years ended December 31, 2008, 2007 and 2006                      |  | 57  
|                                                                                                                | 
|Notes to Consolidated Financial StatementsDecember 31, 2008 and 2007                                           |  | 59  



52



---

LOGO



REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM



The Board of
Directors

ECB Bancorp, Inc.

Engelhard, North Carolina



We have audited the accompanying consolidated balance sheets
of ECB Bancorp, Inc. and Subsidiary (the Company) as of December 31, 2008 and 2007 and the related consolidated statements of income, shareholders equity, and cash flows for each of the years in the three-year period ended
December 31, 2008. These consolidated financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.



We conducted our audits in accordance with the standards of the Public
Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our opinion.



In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of ECB Bancorp, Inc. and Subsidiary as of December 31, 2008 and 2007, and
the results of their operations and their cash flows for each of the years in the three-year period ended December 31, 2008, in conformity with accounting principles generally accepted in the United States of America.



We also have audited, in accordance with the standards of the Public Company
Accounting Oversight Board (United States), ECB Bancorp, Inc. and Subsidiarys internal control over financial reporting as of December 31, 2008, based on criteria established inInternal ControlIntegrated Framework issued by
the Committee of Sponsoring Organizations of the Treadway Commission (COSO), and our report dated March 11, 2009 expressed an unqualified opinion.



LOGO



Greenville, North Carolina

March 11, 2009



53



---

ECB BANCORP, INC. AND SUBSIDIARY



CONSOLIDATED BALANCE SHEETS

DECEMBER 31, 2008 AND 2007

(Dollars in thousands, except per share
data)



|                                                                                                                                                     |  |      |         |   |      |   |         |  
|---------------------------------------------------------------------------------------------------------------------------------------------------- |  | ---- | ------- | - | ---- | - | ------- | -
|                                                                                                                                                     |  | 2008 |         |   | 2007 |  
|ASSETS                                                                                                                                               |  |      |         |   |      |   |         |  
|Non-interest bearing deposits and cash                                                                                                               |  | $    | 15,897  |   |      | $ | 16,303  |  
|Interest-bearing deposits                                                                                                                            |  |      | 902     |   |      |   | 925     |  
|Overnight investments                                                                                                                                |  |      |        |   |      |   | 4,775   |  
|                                                                                                                                                     |  |      |         |   |      |   |         |  
|Total cash and cash equivalents                                                                                                                      |  |      | 16,799  |   |      |   | 22,003  |  
|                                                                                                                                                     |  |      |         |   |      |   |         |  
|Investment securities available-for-sale, at fair value (cost of $237,638 and $126,616 at December 31, 2008 and 2007,
respectively)                  |  |      | 239,709 |   |      |   | 125,888 |  
|Loans                                                                                                                                                |  |      | 538,836 |   |      |   | 454,198 |  
|Allowance for loan losses                                                                                                                            |  |      | (5,931  | ) |      |   | (4,083  | )
|                                                                                                                                                     |  |      |         |   |      |   |         |  
|Loans, net                                                                                                                                           |  |      | 532,905 |   |      |   | 450,115 |  
|                                                                                                                                                     |  |      |         |   |      |   |         |  
|                                                                                                                                                     |  |     
|Real estate and repossessions acquired in settlement of loans, net                                                                                   |  |      | 3,724   |   |      |   | 66      |  
|Federal Home Loan Bank common stock, at cost                                                                                                         |  |      | 3,859   |   |      |   | 2,382   |  
|Bank premises and equipment, net                                                                                                                     |  |      | 25,737  |   |      |   | 24,450  |  
|Accrued interest receivable                                                                                                                          |  |      | 4,663   |   |      |   | 4,456   |  
|Bank owned life insurance                                                                                                                            |  |      | 8,347   |   |      |   | 8,030   |  
|Other assets                                                                                                                                         |  |      | 6,108   |   |      |   | 6,499   |  
|                                                                                                                                                     |  |      |         |   |      |   |         |  
|Total                                                                                                                                                |  | $    | 841,851 |   |      | $ | 643,889 |  
|                                                                                                                                                     |  |      |         |   |      |   |         |  
|LIABILITIES AND SHAREHOLDERS EQUITY                                                                                                                 |  |      |         |   |      |   |         |  
|Deposits                                                                                                                                             |  |      |         |   |      |   |         |  
|Demand, non-interest-bearing                                                                                                                         |  | $    | 90,197  |   |      | $ | 95,596  |  
|Demand, interest-bearing                                                                                                                             |  |      | 99,011  |   |      |   | 103,347 |  
|Savings                                                                                                                                              |  |      | 16,882  |   |      |   | 18,492  |  
|Time                                                                                                                                                 |  |      | 423,062 |   |      |   | 308,926 |  
|                                                                                                                                                     |  |      |         |   |      |   |         |  
|Total deposits                                                                                                                                       |  |      | 629,152 |   |      |   | 526,361 |  
|                                                                                                                                                     |  |      |         |   |      |   |         |  
|                                                                                                                                                     |  |     
|Payable, settlement for securities purchased                                                                                                         |  |      | 53,426  |   |      |   |        |  
|                                                                                                                                                     |  |     
|Accrued interest payable                                                                                                                             |  |      | 2,889   |   |      |   | 2,525   |  
|Short-term borrowings                                                                                                                                |  |      | 57,716  |   |      |   | 43,174  |  
|Long-term obligations                                                                                                                                |  |      | 26,000  |   |      |   |        |  
|Other liabilities                                                                                                                                    |  |      | 4,725   |   |      |   | 4,988   |  
|                                                                                                                                                     |  |      |         |   |      |   |         |  
|Total liabilities                                                                                                                                    |  |      | 773,908 |   |      |   | 577,048 |  
|                                                                                                                                                     |  |      |         |   |      |   |         |  
|                                                                                                                                                     |  |     
|Commitments and contingent liabilities                                                                                                               |  |      |         |   |      |   |         |  
|                                                                                                                                                     |  |     
|SHAREHOLDERS EQUITY                                                                                                                                 |  |      |         |   |      |   |         |  
|Preferred stock, Series A                                                                                                                            |  |      |        |   |      |   |        |  
|Common stock, par value $3.50 per share; authorized 10,000,000 shares; issued and outstanding 2,844,489 and 2,920,769 in 2008 and 2007,
respectively |  |      | 9,956   |   |      |   | 10,184  |  
|Capital surplus                                                                                                                                      |  |      | 25,707  |   |      |   | 27,026  |  
|Retained earnings                                                                                                                                    |  |      | 31,026  |   |      |   | 30,099  |  
|Accumulated other comprehensive (loss) income                                                                                                        |  |      | 1,254   |   |      |   | (468    | )
|                                                                                                                                                     |  |      |         |   |      |   |         |  
|Total shareholders equity                                                                                                                           |  |      | 67,943  |   |      |   | 66,841  |  
|                                                                                                                                                     |  |      |         |   |      |   |         |  
|Total                                                                                                                                                |  | $    | 841,851 |   |      | $ | 643,889 |  
|                                                                                                                                                     |  |      |         |   |      |   |         |  



See accompanying Notes
to Consolidated Financial Statements.



54



---

ECB BANCORP, INC. AND SUBSIDIARY



CONSOLIDATED STATEMENTS OF INCOME

FOR THE YEARS ENDED DECEMBER 31, 2008, 2007 AND 2006

(Dollars in
thousands, except per share data)



|                                                    |  |      |           |      |   |           |      |  |   |          
|--------------------------------------------------- |  | ---- | --------- | ---- | - | --------- | ---- |  | - | ---------
|                                                    |  | 2008 |           | 2007 |   |           | 2006
|INTEREST INCOME                                     |  |      |           |      |   |           |      |  |   |          
|Interest and fees on loans                          |  | $    | 31,345    |      | $ | 33,688    |      |  | $ | 31,277   
|Interest on investment securities:                  |  |      |           |      |   |           |      |  |   |          
|Interest exempt from federal income taxes           |  |      | 1,305     |      |   | 1,225     |      |  |   | 1,088    
|Taxable interest income                             |  |      | 6,215     |      |   | 4,384     |      |  |   | 3,598    
|Dividend income                                     |  |      | 217       |      |   | 137       |      |  |   | 126      
|Other interest                                      |  |      | 257       |      |   | 549       |      |  |   | 497      
|                                                    |  |      |           |      |   |           |      |  |   |          
|Total interest income                               |  |      | 39,339    |      |   | 39,983    |      |  |   | 36,586   
|                                                    |  |      |           |      |   |           |      |  |   |          
|INTEREST EXPENSE                                    |  |      |           |      |   |           |      |  |   |          
|Deposits                                            |  |      |           |      |   |           |      |  |   |          
|Demand accounts                                     |  |      | 894       |      |   | 1,779     |      |  |   | 1,254    
|Savings                                             |  |      | 87        |      |   | 94        |      |  |   | 109      
|Time                                                |  |      | 15,295    |      |   | 15,256    |      |  |   | 12,007   
|Short-term borrowings                               |  |      | 1,545     |      |   | 2,306     |      |  |   | 765      
|Long-term obligations                               |  |      | 654       |      |   |          |      |  |   | 1,754    
|Other interest expense                              |  |      | 350       |      |   |          |      |  |   |         
|                                                    |  |      |           |      |   |           |      |  |   |          
|Total interest expense                              |  |      | 18,825    |      |   | 19,435    |      |  |   | 15,889   
|                                                    |  |      |           |      |   |           |      |  |   |          
|Net interest income                                 |  |      | 20,514    |      |   | 20,548    |      |  |   | 20,697   
|Provision for loan losses                           |  |      | 2,450     |      |   | (99       | )    |  |   | 351      
|                                                    |  |      |           |      |   |           |      |  |   |          
|Net interest income after provision for loan losses |  |      | 18,064    |      |   | 20,647    |      |  |   | 20,346   
|                                                    |  |      |           |      |   |           |      |  |   |          
|NON-INTEREST INCOME                                 |  |      |           |      |   |           |      |  |   |          
|Service charges on deposit accounts                 |  |      | 3,259     |      |   | 3,028     |      |  |   | 3,027    
|Other service charges and fees                      |  |      | 1,367     |      |   | 1,508     |      |  |   | 1,364    
|Mortgage origination brokerage fees                 |  |      | 1,035     |      |   | 1,091     |      |  |   | 1,013    
|Net gain (loss) on sale of securities               |  |      | 218       |      |   | (161      | )    |  |   |         
|Income from investments in SBICs                   |  |      | 134       |      |   | 72        |      |  |   | 375      
|Income from bank owned life insurance               |  |      | 316       |      |   | 289       |      |  |   | 305      
|Other operating income                              |  |      | 239       |      |   | 359       |      |  |   | 99       
|                                                    |  |      |           |      |   |           |      |  |   |          
|Total non-interest income                           |  |      | 6,568     |      |   | 6,186     |      |  |   | 6,183    
|                                                    |  |      |           |      |   |           |      |  |   |          
|NON-INTEREST EXPENSE                                |  |      |           |      |   |           |      |  |   |          
|Salaries                                            |  |      | 8,161     |      |   | 8,431     |      |  |   | 7,509    
|Retirement and other employee benefits              |  |      | 2,706     |      |   | 2,503     |      |  |   | 2,753    
|Occupancy                                           |  |      | 1,857     |      |   | 1,788     |      |  |   | 1,621    
|Equipment                                           |  |      | 1,638     |      |   | 1,885     |      |  |   | 1,727    
|Professional fees                                   |  |      | 717       |      |   | 673       |      |  |   | 356      
|Supplies                                            |  |      | 312       |      |   | 432       |      |  |   | 341      
|Telephone                                           |  |      | 679       |      |   | 563       |      |  |   | 506      
|Other outside services                              |  |      | 482       |      |   | 445       |      |  |   | 353      
|Other operating expenses                            |  |      | 4,081     |      |   | 3,624     |      |  |   | 3,371    
|                                                    |  |      |           |      |   |           |      |  |   |          
|Total non-interest expense                          |  |      | 20,633    |      |   | 20,344    |      |  |   | 18,537   
|                                                    |  |      |           |      |   |           |      |  |   |          
|Income before income taxes                          |  |      | 3,999     |      |   | 6,489     |      |  |   | 7,992    
|Income taxes                                        |  |      | 580       |      |   | 1,677     |      |  |   | 2,410    
|                                                    |  |      |           |      |   |           |      |  |   |          
|Net income                                          |  | $    | 3,419     |      | $ | 4,812     |      |  | $ | 5,582    
|                                                    |  |      |           |      |   |           |      |  |   |          
|Net income per sharebasic                          |  | $    | 1.19      |      | $ | 1.65      |      |  | $ | 2.07     
|                                                    |  |      |           |      |   |           |      |  |   |          
|Net income per sharediluted                        |  | $    | 1.18      |      | $ | 1.65      |      |  | $ | 2.05     
|                                                    |  |      |           |      |   |           |      |  |   |          
|Weighted average shares outstandingbasic           |  |      | 2,884,396 |      |   | 2,908,371 |      |  |   | 2,700,663
|                                                    |  |      |           |      |   |           |      |  |   |          
|Weighted average shares outstandingdiluted         |  |      | 2,889,016 |      |   | 2,914,352 |      |  |   | 2,724,717
|                                                    |  |      |           |      |   |           |      |  |   |          



See accompanying Notes
to Consolidated Financial Statements.



55



---

ECB BANCORP, INC. AND SUBSIDIARY



CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS EQUITY

FOR THE YEARS ENDED DECEMBER 31, 2008, 2007 AND 2006

(Dollars in
thousands, except per share data)



|                                                                                             |        |              |   |        |                |        |   |                  |   |        |                                      |  |   |                                            |   |  |                     |      |       |  |   |        |   |  |   |       |  |   |        |  
|-------------------------------------------------------------------------------------------- | ------ | ------------ | - | ------ | -------------- | ------ | - | ---------------- | - | ------ | ------------------------------------ |  | - | ------------------------------------------ | - |  | ------------------- | ---- | ----- |  | - | ------ | - |  | - | ----- |  | - | ------ | -
|                                                                                             |        | Common stock |   |        | Capitalsurplus |        |   | Retainedearnings |   |        | Deferredcompensationrestrictedstock |  |   | Accumulatedothercomprehensiveincome (loss) |   |  | Comprehensiveincome |      | Total | 
|                                                                                             | Number |              |   | Amount |                |        |   |                  |   |        |                                     
|BALANCEDecember 31, 2005                                                                    |        | 2,040,042    |   |        | $              | 7,140  |   |                  | $ | 5,408  |                                      |  | $ | 23,724                                     |   |  | $                   | (255 | )     |  | $ | (1,452 | ) |  |   |       |  | $ | 34,565 |  
|Unrealized gains, net of income tax expense of $ 83                                          |        |             |   |        |                |       |   |                  |   |       |                                      |  |   |                                           |   |  |                     |     |       |  |   | 133    |   |  | $ | 133   |  |   | 133    |  
|Net income                                                                                   |        |             |   |        |                |       |   |                  |   |       |                                      |  |   | 5,582                                      |   |  |                     |     |       |  |   |       |   |  |   | 5,582 |  |   | 5,582  |  
|                                                                                             |        |              |   |        |                |        |   |                  |   |        |                                      |  |   |                                            |   |  |                     |      |       |  |   |        |   |  |   |       |  |   |        |  
|Total comprehensive income                                                                   |        |              |   |        |                |        |   |                  |   |        |                                      |  |   |                                            |   |  |                     |      |       |  |   |        |   |  | $ | 5,715 |  |   |        |  
|                                                                                             |        |              |   |        |                |        |   |                  |   |        |                                      |  |   |                                            |   |  |                     |      |       |  |   |        |   |  |   |       |  |   |        |  
|Issuance of common stock                                                                     |        | 862,500      |   |        |                | 3,019  |   |                  |   | 23,503 |                                      |  |   |                                           |   |  |                     |     |       |  |   |       |   |  |   |       |  |   | 26,522 |  
|Expenses related to issuance of common stock                                                 |        |             |   |        |                |       |   |                  |   | (2,258 | )                                    |  |   |                                           |   |  |                     |     |       |  |   |       |   |  |   |       |  |   | (2,258 | )
|Stock based compensation                                                                     |        | (300         | ) |        |                | 18     |   |                  |   | 224    |                                      |  |   |                                           |   |  |                     |     |       |  |   |       |   |  |   |       |  |   | 242    |  
|Reclass of deferred restricted stock compensation due to adoption of SFAS No. 123R           |        |             |   |        |                | (58    | ) |                  |   | (197   | )                                    |  |   |                                           |   |  |                     | 255  |       |  |   |       |   |  |   |       |  |   |       |  
|Cash dividends ($ .68 per share)                                                             |        |             |   |        |                |       |   |                  |   |       |                                      |  |   | (1,973                                     | ) |  |                     |     |       |  |   |       |   |  |   |       |  |   | (1,973 | )
|Adjustment to initially apply                                                                |        |              |   |        |                |        |   |                  |   |        |                                      |  |   |                                            |   |  |                     |      |       |  |   |        |   |  |   |       |  |   |        |  
|SFAS No. 158, net of income tax benefit of $ 13                                              |        |             |   |        |                |       |   |                  |   |       |                                      |  |   |                                           |   |  |                     |     |       |  |   | (20    | ) |  |   |       |  |   | (20    | )
|                                                                                             |        |              |   |        |                |        |   |                  |   |        |                                      |  |   |                                            |   |  |                     |      |       |  |   |        |   |  |   |       |  |   |        |  
|BALANCEDecember 31, 2006                                                                    |        | 2,902,242    |   |        |                | 10,119 |   |                  |   | 26,680 |                                      |  |   | 27,333                                     |   |  |                     |     |       |  |   | (1,339 | ) |  |   |       |  |   | 62,793 |  
|Unrealized gains, net of income tax expense of $ 546                                         |        |             |   |        |                |       |   |                  |   |       |                                      |  |   |                                           |   |  |                     |     |       |  |   | 871    |   |  | $ | 871   |  |   | 871    |  
|Net income                                                                                   |        |             |   |        |                |       |   |                  |   |       |                                      |  |   | 4,812                                      |   |  |                     |     |       |  |   |       |   |  |   | 4,812 |  |   | 4,812  |  
|                                                                                             |        |              |   |        |                |        |   |                  |   |        |                                      |  |   |                                            |   |  |                     |      |       |  |   |        |   |  |   |       |  |   |        |  
|Total comprehensive income                                                                   |        |              |   |        |                |        |   |                  |   |        |                                      |  |   |                                            |   |  |                     |      |       |  |   |        |   |  | $ | 5,683 |  |   |        |  
|                                                                                             |        |              |   |        |                |        |   |                  |   |        |                                      |  |   |                                            |   |  |                     |      |       |  |   |        |   |  |   |       |  |   |        |  
|Stock options exercised                                                                      |        | 19,750       |   |        |                | 69     |   |                  |   | 168    |                                      |  |   |                                           |   |  |                     |     |       |  |   |       |   |  |   |       |  |   | 237    |  
|Stock based compensation                                                                     |        |             |   |        |                |       |   |                  |   | 205    |                                      |  |   |                                           |   |  |                     |     |       |  |   |       |   |  |   |       |  |   | 205    |  
|Repurchase of common stock                                                                   |        | (1,223       | ) |        |                | (4     | ) |                  |   | (27    | )                                    |  |   |                                           |   |  |                     |     |       |  |   |       |   |  |   |       |  |   | (31    | )
|Cash dividends ($ .70 per share)                                                             |        |             |   |        |                |       |   |                  |   |       |                                      |  |   | (2,046                                     | ) |  |                     |     |       |  |   |       |   |  |   |       |  |   | (2,046 | )
|                                                                                             |        |              |   |        |                |        |   |                  |   |        |                                      |  |   |                                            |   |  |                     |      |       |  |   |        |   |  |   |       |  |   |        |  
|BALANCEDecember 31, 2007                                                                    |        | 2,920,769    |   |        |                | 10,184 |   |                  |   | 27,026 |                                      |  |   | 30,099                                     |   |  |                     |     |       |  |   | (468   | ) |  |   |       |  |   | 66,841 |  
|Record postretirement benefit related to split-dollar insurance due to adoption of EITF 06-4 |        |             |   |        |                |       |   |                  |   |       |                                      |  |   | (387                                       | ) |  |                     |     |       |  |   |       |   |  |   |       |  |   | (387   | )
|Unrealized gains, net of income tax expense of $1,078                                        |        |             |   |        |                |       |   |                  |   |       |                                      |  |   |                                           |   |  |                     |     |       |  |   | 1,722  |   |  | $ | 1,722 |  |   | 1,722  |  
|Net income                                                                                   |        |             |   |        |                |       |   |                  |   |       |                                      |  |   | 3,419                                      |   |  |                     |     |       |  |   |       |   |  |   | 3,419 |  |   | 3,419  |  
|                                                                                             |        |              |   |        |                |        |   |                  |   |        |                                      |  |   |                                            |   |  |                     |      |       |  |   |        |   |  |   |       |  |   |        |  
|Total comprehensive income                                                                   |        |              |   |        |                |        |   |                  |   |        |                                      |  |   |                                            |   |  |                     |      |       |  |   |        |   |  | $ | 5,141 |  |   |        |  
|                                                                                             |        |              |   |        |                |        |   |                  |   |        |                                      |  |   |                                            |   |  |                     |      |       |  |   |        |   |  |   |       |  |   |        |  
|Stock based compensation                                                                     |        |             |   |        |                | 39     |   |                  |   | 173    |                                      |  |   |                                           |   |  |                     |     |       |  |   |       |   |  |   |       |  |   | 212    |  
|Repurchase of common stock                                                                   |        | (78,780      | ) |        |                | (276   | ) |                  |   | (1,483 | )                                    |  |   |                                           |   |  |                     |     |       |  |   |       |   |  |   |       |  |   | (1,759 | )
|Issuance of restricted stock                                                                 |        | 2,500        |   |        |                | 9      |   |                  |   | (9     | )                                    |  |   |                                           |   |  |                     |     |       |  |   |       |   |  |   |       |  |   |       |  
|Cash dividends ($ .73 per share)                                                             |        |             |   |        |                |       |   |                  |   |       |                                      |  |   | (2,105                                     | ) |  |                     |     |       |  |   |       |   |  |   |       |  |   | (2,105 | )
|                                                                                             |        |              |   |        |                |        |   |                  |   |        |                                      |  |   |                                            |   |  |                     |      |       |  |   |        |   |  |   |       |  |   |        |  
|BALANCEDecember 31, 2008                                                                    |        | 2,844,489    |   |        | $              | 9,956  |   |                  | $ | 25,707 |                                      |  | $ | 31,026                                     |   |  | $                   |     |       |  | $ | 1,254  |   |  |   |       |  | $ | 67,943 |  
|                                                                                             |        |              |   |        |                |        |   |                  |   |        |                                      |  |   |                                            |   |  |                     |      |       |  |   |        |   |  |   |       |  |   |        |  



See accompanying Notes
to Consolidated Financial Statements.



56



---

ECB BANCORP, INC. AND SUBSIDIARY



CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 2008, 2007 AND 2006

(Dollars in
thousands)



|                                                                                        |  |                          |          |   |      |   |         |      |  |   |         |  
|--------------------------------------------------------------------------------------- |  | ------------------------ | -------- | - | ---- | - | ------- | ---- |  | - | ------- | -
|                                                                                        |  | Years Ended December 31, |         
|                                                                                        |  | 2008                     |          |   | 2007 |   |         | 2006 | 
|CASH FLOWS FROM OPERATING ACTIVITIES                                                    |  |                          |          |   |      |   |         |      |  |   |         |  
|Net income                                                                              |  | $                        | 3,419    |   |      | $ | 4,812   |      |  | $ | 5,582   |  
|Adjustments to reconcile net income to net cash provided by operating activities:       |  |                          |          |   |      |   |         |      |  |   |         |  
|Depreciation                                                                            |  |                          | 1,342    |   |      |   | 1,470   |      |  |   | 1,212   |  
|Amortization of premium on investment securities, net                                   |  |                          | 110      |   |      |   | 43      |      |  |   | 105     |  
|Provision for loan losses                                                               |  |                          | 2,450    |   |      |   | (99     | )    |  |   | 351     |  
|Deferred income taxes                                                                   |  |                          | (746     | ) |      |   | (1      | )    |  |   | (136    | )
|(Gain) loss on sale of securities                                                       |  |                          | (218     | ) |      |   | 161     |      |  |   |        |  
|Impairment charge on community bank trust services investment                           |  |                          | 100      |   |      |   | 90      |      |  |   |        |  
|Stock based compensation                                                                |  |                          | 212      |   |      |   | 205     |      |  |   | 242     |  
|Loss on sale of real estate and repossessions acquired in settlement of loans           |  |                          | 93       |   |      |   | 20      |      |  |   |        |  
|Write-down on repossessed loan collateral                                               |  |                          |         |   |      |   |        |      |  |   | 75      |  
|Loss on disposal of premises and equipment                                              |  |                          | 23       |   |      |   | 11      |      |  |   |        |  
|(Increase) decrease in accrued interest receivable                                      |  |                          | (207     | ) |      |   | 163     |      |  |   | (1,057  | )
|Income from bank owned life insurance                                                   |  |                          | (316     | ) |      |   | (289    | )    |  |   | (305    | )
|(Increase) decrease in other assets                                                     |  |                          | 1,037    |   |      |   | (380    | )    |  |   | 2,183   |  
|Increase in accrued interest payable                                                    |  |                          | 364      |   |      |   | 162     |      |  |   | 839     |  
|Increase (decrease) in other liabilities                                                |  |                          | (1,737   | ) |      |   | (280    | )    |  |   | 331     |  
|                                                                                        |  |                          |          |   |      |   |         |      |  |   |         |  
|Net cash provided by operating activities                                               |  |                          | 5,926    |   |      |   | 6,088   |      |  |   | 9,422   |  
|                                                                                        |  |                          |          |   |      |   |         |      |  |   |         |  
|CASH FLOWS FROM INVESTING ACTIVITIES                                                    |  |                          |          |   |      |   |         |      |  |   |         |  
|Proceeds from sales of investment securities classified as available-for-sale           |  |                          | 34,839   |   |      |   | 12,143  |      |  |   |        |  
|Proceeds from maturities of investment securities classified as available-for-sale      |  |                          | 28,580   |   |      |   | 10,418  |      |  |   | 11,514  |  
|Purchases of investment securities classified as available-for-sale                     |  |                          | (120,907 | ) |      |   | (20,376 | )    |  |   | (32,540 | )
|Redemption (purchase) of Federal Home Loan Bank common stock                            |  |                          | (1,477   | ) |      |   | (1,153  | )    |  |   | 719     |  
|Purchases of premises and equipment                                                     |  |                          | (2,652   | ) |      |   | (2,889  | )    |  |   | (5,395  | )
|Purchase of real estate in settlement of foreclosed property                            |  |                          | (145     | ) |      |   |        |      |  |   |        |  
|Proceeds from disposal of real estate and repossessions acquired in settlement of loans |  |                          | 223      |   |      |   | 187     |      |  |   |        |  
|Net loan originations                                                                   |  |                          | (89,069  | ) |      |   | (36,831 | )    |  |   | (31,508 | )
|                                                                                        |  |                          |          |   |      |   |         |      |  |   |         |  
|Net cash used in investing activities                                                   |  |                          | (150,608 | ) |      |   | (38,501 | )    |  |   | (57,210 | )
|                                                                                        |  |                          |          |   |      |   |         |      |  |   |         |  
|CASH FLOWS FROM FINANCING ACTIVITIES                                                    |  |                          |          |   |      |   |         |      |  |   |         |  
|Net increase in deposits                                                                |  |                          | 102,791  |   |      |   | 14,112  |      |  |   | 47,041  |  
|Net increase (decrease) in borrowings                                                   |  |                          | 40,542   |   |      |   | 2,069   |      |  |   | (493    | )
|Dividends paid                                                                          |  |                          | (2,096   | ) |      |   | (2,028  | )    |  |   | (1,806  | )
|Repurchase of common stock                                                              |  |                          | (1,759   | ) |      |   | (31     | )    |  |   |        |  
|Net proceeds from issuance of common stock                                              |  |                          |         |   |      |   | 237     |      |  |   | 24,264  |  
|                                                                                        |  |                          |          |   |      |   |         |      |  |   |         |  
|Net cash provided by financing activities                                               |  |                          | 139,478  |   |      |   | 14,359  |      |  |   | 69,006  |  
|                                                                                        |  |                          |          |   |      |   |         |      |  |   |         |  
|Increase (decrease) in cash and cash equivalents                                        |  |                          | (5,204   | ) |      |   | (18,054 | )    |  |   | 21,218  |  
|Cash and cash equivalents at beginning of year                                          |  |                          | 22,003   |   |      |   | 40,057  |      |  |   | 18,839  |  
|                                                                                        |  |                          |          |   |      |   |         |      |  |   |         |  
|Cash and cash equivalents at end of year                                                |  | $                        | 16,799   |   |      | $ | 22,003  |      |  | $ | 40,057  |  
|                                                                                        |  |                          |          |   |      |   |         |      |  |   |         |  



See accompanying Notes
to Consolidated Financial Statements.



57



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ECB BANCORP, INC. AND SUBSIDIARY



CONSOLIDATED STATEMENTS OF CASH FLOWS, continued

FOR THE YEARS ENDED DECEMBER 31, 2008, 2007 AND 2006

(Dollars in thousands)



|                                                                                             |  |                          |        |      |   |        |  |   |        |  
|-------------------------------------------------------------------------------------------- |  | ------------------------ | ------ | ---- | - | ------ |  | - | ------ | -
|                                                                                             |  | Years Ended December 31, |       
|                                                                                             |  | 2008                     |        | 2007 |   | 2006   | 
|SUPPLEMENTAL DISCLOSURE OF NONCASH FINANCING AND INVESTING ACTIVITIES                        |  |                          |        |      |   |        |  |   |        |  
|Unrealized gains on available-for-sale securities, net of deferred taxes                     |  | $                        | 1,722  |      | $ | 871    |  | $ | 133    |  
|                                                                                             |  |                          |        |      |   |        |  |   |        |  
|Unfunded portion of postretirement plan, net of deferred taxes                               |  | $                        |       |      | $ |       |  | $ | (20    | )
|                                                                                             |  |                          |        |      |   |        |  |   |        |  
|Cash dividends declared but not paid                                                         |  | $                        | 519    |      | $ | 511    |  | $ | 493    |  
|                                                                                             |  |                          |        |      |   |        |  |   |        |  
|Reserve transferred from allowance for loan losses to other liabilities                      |  | $                        |       |      | $ |       |  | $ | 240    |  
|                                                                                             |  |                          |        |      |   |        |  |   |        |  
|Investment in SBIC transferred from other assets to available-for-sale securities            |  | $                        |       |      | $ | 1,000  |  | $ |       |  
|                                                                                             |  |                          |        |      |   |        |  |   |        |  
|Redemption of trust preferred common stock                                                   |  | $                        |       |      | $ | 310    |  | $ |       |  
|                                                                                             |  |                          |        |      |   |        |  |   |        |  
|Transfer from loans to real estate and repossessions acquired in settlement of loans         |  | $                        | 3,829  |      | $ | 33     |  | $ | 315    |  
|                                                                                             |  |                          |        |      |   |        |  |   |        |  
|Record postretirement benefit related to split-dollar insurance due to adoption of EITF 06-4 |  | $                        | 387    |      | $ |       |  | $ |       |  
|                                                                                             |  |                          |        |      |   |        |  |   |        |  
|Payable, settlement for securities purchased                                                 |  | $                        | 53,426 |      | $ |       |  | $ |       |  
|                                                                                             |  |                          |        |      |   |        |  |   |        |  
|SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION                                             |  |                          |        |      |   |        |  |   |        |  
|Interest paid                                                                                |  | $                        | 18,461 |      | $ | 19,273 |  | $ | 15,050 |  
|                                                                                             |  |                          |        |      |   |        |  |   |        |  
|Taxes paid                                                                                   |  | $                        | 1,905  |      | $ | 1,570  |  | $ | 1,426  |  
|                                                                                             |  |                          |        |      |   |        |  |   |        |  





See accompanying Notes to Consolidated Financial Statements.



58



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ECB BANCORP, INC. AND SUBSIDIARY



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



DECEMBER 31, 2008 and 2007



(1)    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES



(A)    Consolidation



The consolidated financial statements include the accounts of ECB Bancorp,
Inc. (Bancorp) and its wholly owned subsidiary, The East Carolina Bank (the Bank) (collectively referred to hereafter as the Company). The Bank has one wholly-owned subsidiary, ECB Financial Services, Inc., which formerly provided courier services
to the Bank but is currently inactive. All significant inter-company transactions and balances have been eliminated in consolidation.



(B)    Basis of Financial Statement Presentation



The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the balance sheets and the reported amounts of income and expenses for the
periods presented. Actual results could differ significantly from those estimates.



Material estimates that are particularly susceptible to significant change in the near-term relate to the determination of the allowance for loan losses and the valuation of the deferred tax asset.



(C)    Business



Bancorp is a bank holding company incorporated in North Carolina on
March 4, 1998. The principal activity of Bancorp is ownership of the Bank. The Bank provides financial services through its branch network located in eastern North Carolina. The Bank competes with other financial institutions and numerous other
non-financial services commercial entities offering financial services products. The Bank is further subject to the regulations of certain federal and state agencies and undergoes periodic examinations by those regulatory authorities. The Company
has no foreign operations, and the Companys customers are principally located in eastern North Carolina.



(D)    Cash and Cash Equivalents



Cash and cash equivalents include demand and time deposits (with original maturities of ninety days or less) at other financial institutions and federal funds sold. Generally, federal funds are purchased and sold for
one-day periods.



(E)    Investment Securities



Certain debt securities that management has the positive
intent and ability to hold to maturity are classified as held to maturity and recorded at amortized cost. Trading securities are recorded at fair value with changes in fair value included in earnings. Securities not classified as held to
maturity or trading, including equity securities with readily determinable fair values, are classified as available for sale and recorded at fair value, with unrealized gains and losses excluded from earnings and reported in other
comprehensive income.



Purchase premiums and discounts are
recognized in interest income using the interest method over the terms of the securities. Declines in the fair value of held-to-maturity and available-for-sale securities below their cost that are deemed to be other than temporary are reflected in
earnings as realized losses. In determining whether other-than-temporary impairment exists, management considers many factors, including (1) the length of time and the extent to which the fair value has been less than cost, (2) the
financial condition and near-term prospects of the issuer, and (3) 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 in fair value. Gains and
losses on the sale of securities are recorded on the trade date and are determined using the specific identification method.



59



---

ECB BANCORP, INC. AND SUBSIDIARY



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



DECEMBER 31, 2008 and 2007



(F)    Loans



Loans are generally stated at their outstanding unpaid principal balances
adjusted for charge-offs, the allowance for loan losses and any deferred fees or costs. Loan origination fees net of certain direct loan origination costs are deferred and amortized as a yield adjustment over the contractual life of the related
loans using the level-yield method.



Interest on loans is
recorded based on the principal amount outstanding. The Company ceases accruing interest on loans (including impaired loans) when, in managements judgment, the collection of interest appears doubtful or the loan is past due 90 days or more.
All interest accrued but not collected for loans that are placed on nonaccrual or charged off is reversed against interest income. The interest on these loans is accounted for on the cash-basis or cost-recovery method, until qualifying for return to
accrual. Management may return a loan classified as nonaccrual to accrual status when the obligation has been brought current, has performed in accordance with its contractual terms over an extended period of time, and the ultimate collectability of
the total contractual principal and interest is no longer in doubt.



(G)    Allowance for Loan Losses



The allowance for loan losses (AFLL) is established through provisions for losses charged against income. Loan amounts deemed to be uncollectible are charged against the AFLL, and subsequent recoveries, if any, are credited to the
allowance. The AFLL represents managements estimate of the amount necessary to absorb estimated probable losses in the loan portfolio. Managements periodic evaluation of the adequacy of the allowance is based on individual loan reviews,
past loan loss experience, economic conditions in the Companys market areas, the fair value and adequacy of underlying collateral, and the growth and loss attributes of the loan portfolio. This evaluation is inherently subjective as it
requires material estimates, including the amounts and timing of future cash flows expected to be received on impaired loans that may be susceptible to significant change. Thus, future changes to the AFLL may be necessary based on the impact of
changes in economic conditions. In addition, various regulatory agencies, as an integral part of their examination process, periodically review the Companys AFLL. Such agencies may require the Company to recognize adjustments to the AFLL based
on their judgments about information available to them at the time of their examination.



Under the provisions of Statement of Financial Accounting Standards (SFAS) No. 114, Accounting by Creditors for Impairment of a Loan, as amended by SFAS No. 118, Accounting by Creditors for
Impairment of a LoanIncome Recognition and Disclosures (collectively referred to hereafter as SFAS No. 114), the AFLL related to loans that are identified for evaluation and deemed impaired is based on discounted cash flows using
the loans initial effective interest rate, the loans observable market price, or the fair value of the collateral for collateral dependent loans. Loans evaluated for impairment and not considered impaired are assessed under SFAS
No. 5, Accounting for Contingencies.



(H)    Real Estate and Repossessions Acquired in Settlement of Loans



Real estate acquired in settlement of loans consists of property acquired through a foreclosure proceeding or acceptance of a deed-in-lieu of foreclosure.
Real estate acquired in settlement of loans is recorded initially at estimated fair value of the property less estimated selling costs at the date of foreclosure. The initial recorded value may be subsequently reduced by additional allowances, which
are charged to earnings if the estimated fair value of the property less estimated selling costs declines below the initial recorded value. Costs related to the improvement of the property are capitalized, whereas those related to holding the
property are expensed. Such properties are held for sale and, accordingly, no depreciation or amortization expense is recognized. Repossessions are recorded at the lower of cost or market.



(I)    Membership/Investment in Federal Home Loan Bank Stock



The Company is a member of the Federal Home Loan Bank of
Atlanta (FHLB). Membership, along with a signed blanket collateral agreement, provided the Company with the ability to draw $168.4 million and $128.8 million of advances from the FHLB at December 31, 2008 and 2007, respectively. At
December 31, 2008 and 2007, the Company had outstanding advances totaling $60.0 million and $28.0 million, respectively, from the FHLB.



60



---

ECB BANCORP, INC. AND SUBSIDIARY



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



DECEMBER 31, 2008 and 2007



As a requirement for membership, the Company invests in stock of the FHLB in
the amount of 1% of its outstanding residential loans or 5% of its outstanding advances from the FHLB, whichever is greater. Such stock is pledged as collateral for any FHLB advances drawn by the Company. At December 31, 2008 and 2007, the
Company owned 38,591 and 23,822 shares, respectively, of the FHLBs $100 par value capital stock. No ready market exists for such stock, which is carried at cost. Due to the redemption provisions of the FHLB, cost approximates market value.



(J)    Premises and Equipment



Land is carried at cost. Buildings and equipment are stated at cost less
accumulated depreciation. Depreciation is computed by the straight-line method and is charged to operations over the estimated useful lives of the assets which range from 25 to 50 years for bank premises and 3 to 10 years for furniture and
equipment.



Maintenance, repairs, renewals and minor
improvements are charged to expense as incurred. Major improvements are capitalized and depreciated.



(K)    Short-Term Borrowings



Short-term borrowings consist of securities sold under agreements to repurchase, overnight sweep accounts, federal funds purchased and short-term FHLB advances.



(L)    Long-Term Obligations



Long-term obligations consist of advances from FHLB with maturities
greater than one year. Our long-term borrowing from the FHLB totaled $26.0 million on December 31, 2008, compared to no long-term FHLB advances on December 31, 2007.



(M)    Income Taxes



The Company records income taxes using the asset and liability method. Under this method, deferred income taxes are determined based on temporary
differences between the financial statement and tax bases of assets and liabilities and gives current recognition to changes in tax rates and laws.



Tax positions are analyzed in accordance with Interpretation No. 48 (FIN 48), Accounting for Uncertainty in Income Taxesan
Interpretation of SFAS No. 109 and discussed in Note 6. Interest recognized in accordance with FIN 48 would be classified as interest expense. Penalties would be classified as noninterest expense.



(N)    Advertising Costs



Advertising costs are expensed as incurred.



(O)    Stock Option Plan



Effective January 1, 2006, the Company adopted Statement of Financial
Accounting Standards No. 123 (R), Share-Based Payment, (SFAS No. 123R) using the modified prospective method. Under this application, the Company is required to record compensation expense for all awards granted after the date
of adoption and for the unvested portion of previously granted awards that remain outstanding at the date of adoption.



During 2008, the Company adopted the 2008 Omnibus Equity Plan (the Plan) which replaced the expired 1998 Omnibus Stock Ownership and Long-Term Incentive
Plan. The Plan provides for the issuance of up to an aggregate of 200,000 shares of common stock of the Company in the form of stock options, restricted stock awards and performance



61



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ECB BANCORP, INC. AND SUBSIDIARY



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



DECEMBER 31, 2008 and 2007



share awards. It is the Companys policy to issue new shares to satisfy option exercises. Stock options generally vest one-third each year beginning
three years after the grant date and expire after 10 years. However, certain grants vest one-third each year, beginning one year after the grant date. Restricted stock generally vests one-third each year beginning three years after the grant date.



(P)    Net Income Per Share



Basic net income per share is calculated by dividing net income by the
weighted-average number of common shares outstanding during the period. For purposes of basic net income per share, unvested restricted stock is considered contingently issuable and is not included in the weighted average number of
common shares outstanding.



Diluted net income per share is
computed by assuming the issuance of common shares for all dilutive potential common shares outstanding during the reporting period. Restricted stock is considered outstanding for purposes of diluted net income per share. The amount of compensation
cost attributed to future services and not yet recognized is considered proceeds using the treasury stock method. Diluted weighted-average shares outstanding increased by 2 thousand, 6 thousand and 16 thousand shares for
2008, 2007 and 2006, respectively, due to the dilutive impact of restricted stock.



In computing diluted net income per share, it is assumed that all dilutive stock options are exercised during the reporting period at their respective exercise prices, with the proceeds from the exercises used by the
Company to buy back stock in the open market at the average market price in effect during the reporting period. The difference between the number of shares assumed to be exercised and the number of shares bought back is added to the number of
weighted-average common shares outstanding during the period. The sum is used as the denominator to calculate diluted net income per share for the Company. Diluted weighted-average shares outstanding increased by 3 thousand shares during 2008
due to the dilutive impact of options. In 2007 diluted weighted-average shares did not increase and in 2006 diluted weighted-average shares outstanding increased 8 thousand shares due to the dilutive impact of options.



The following is a reconciliation of the numerators and denominators used in
computing basic and diluted net income per share (amounts in thousands, except per share data).



|                              |  |                              |       |                     |       |                |   |     
|----------------------------- |  | ---------------------------- | ----- | ------------------- | ----- | -------------- | - | ----
|                              |  | Year Ended December 31, 2008
|                              |  | Income(Numerator)            |       | Shares(Denominator) |       | PerShareAmount
|Basic net income per share    |  | $                            | 3,419 |                     | 2,884 |                | $ | 1.19
|                              |  |                              |       |                     |       |                |   |     
|Effect of dilutive securities |  |                              |      |                     | 5     |                |   |     
|                              |  |                              |       |                     |       |                |   |     
|Diluted net income per share  |  | $                            | 3,419 |                     | 2,889 |                | $ | 1.18
|                              |  |                              |       |                     |       |                |   |     



62



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ECB BANCORP, INC. AND SUBSIDIARY



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



DECEMBER 31, 2008 and 2007



At December 31, 2008, there were 54 thousand
options outstanding with an exercise price above the average market value of the Companys stock for the period.



|                              |  |                                               |       |                     |       |                |   |     
|----------------------------- |  | --------------------------------------------- | ----- | ------------------- | ----- | -------------- | - | ----
|                              |  | Year Ended December 31, 2007                 
|                              |  | Income(Numerator)                             |       | Shares(Denominator) |       | PerShareAmount
|                              |  | (Amounts in thousands, except per share data)
|Basic net income per share    |  | $                                             | 4,812 |                     | 2,908 |                | $ | 1.65
|                              |  |                                               |       |                     |       |                |   |     
|Effect of dilutive securities |  |                                               |      |                     | 6     |                |   |     
|                              |  |                                               |       |                     |       |                |   |     
|Diluted net income per share  |  | $                                             | 4,812 |                     | 2,914 |                | $ | 1.65
|                              |  |                                               |       |                     |       |                |   |     



At
December 31, 2007, there were 17 thousand options outstanding with an exercise price above the average market value of the Companys stock for the period.



|                              |  |                                               |       |                     |       |                |   |     
|----------------------------- |  | --------------------------------------------- | ----- | ------------------- | ----- | -------------- | - | ----
|                              |  | Year Ended December 31, 2006                 
|                              |  | Income(Numerator)                             |       | Shares(Denominator) |       | PerShareAmount
|                              |  | (Amounts in thousands, except per share data)
|Basic net income per share    |  | $                                             | 5,582 |                     | 2,701 |                | $ | 2.07
|                              |  |                                               |       |                     |       |                |   |     
|Effect of dilutive securities |  |                                               |      |                     | 24    |                |   |     
|                              |  |                                               |       |                     |       |                |   |     
|Diluted net income per share  |  | $                                             | 5,582 |                     | 2,725 |                | $ | 2.05
|                              |  |                                               |       |                     |       |                |   |     



At
December 31, 2006, there were no options outstanding with an exercise price above the average market value of the Companys stock for the period.



(Q)    Comprehensive Income



Comprehensive income is defined as the change in equity during a period for non-owner transactions and is divided into net income and other comprehensive
income. Other comprehensive income includes revenues, expenses, gains, and losses that are excluded from earnings under current accounting standards. The components of other comprehensive income included in comprehensive income for the periods
presented are as follows (dollars in thousands):



|                                            |  |      |        |   |      |   |       |      |  |   |     |  
|------------------------------------------- |  | ---- | ------ | - | ---- | - | ----- | ---- |  | - | --- | -
|                                            |  | 2008 |        |   | 2007 |   |       | 2006 | 
|Unrealized gains arising during the period  |  | $    | 3,018  |   |      | $ | 1,256 |      |  | $ | 216 |  
|Tax expense                                 |  |      | (1,163 | ) |      |   | (484  | )    |  |   | (83 | )
|Reclassification to realized (gains) losses |  |      | (218   | ) |      |   | 161   |      |  |   |    |  
|Tax (benefit) expense                       |  |      | 85     |   |      |   | (62   | )    |  |   |    |  
|                                            |  |      |        |   |      |   |       |      |  |   |     |  
|Other comprehensive income                  |  | $    | 1,722  |   |      | $ | 871   |      |  | $ | 133 |  
|                                            |  |      |        |   |      |   |       |      |  |   |     |  



(R)    Reclassifications



Certain prior year amounts have been reclassified in the consolidated financial statements to conform with the current year presentation. The reclassifications had no effect on previously reported net income or shareholders equity.



(S)    New Accounting Pronouncements



The following is a summary of recent authoritative pronouncements that could
impact the accounting, reporting, and/or disclosure of financial information by the Company.



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ECB BANCORP, INC. AND SUBSIDIARY



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



DECEMBER 31, 2008 and 2007



In September 2006, the Financial Accounting Standards Board
(FASB) issued SFAS No. 157, Fair Value Measurements. SFAS No. 157 establishes a framework for measuring fair value and expands disclosures about fair value measurements. The changes to current practice resulting from the
application of this statement relate to the definition of fair value, the methods used to measure fair value, and the expanded disclosures about fair value measurements. SFAS No. 157 became effective beginning January 1, 2008 and did not
have a material effect on the Companys financial position, results of operations or cash flows. In February 2008, Financial Accounting Standards Board Staff Position (FSP) No. 157-2, Effective Date of FASB Statement
No. 157, was issued that delayed the application of SFAS No. 157 for non-financial assets and non-financial liabilities, until January 1, 2009. See disclosures about fair value measurements in note 14 below.



In February 2007, the FASB issued SFAS No. 159, The Fair
Value Option of Financial Assets and Financial Liabilities, which allows an entity the irrevocable option to elect fair value for the initial and subsequent measurement for certain financial assets and liabilities on a contract-by-contract
basis. Subsequent changes in fair value of these financial assets and liabilities would be recognized in earnings whey they occur. SFAS No. 159 became effective beginning January 1, 2008. The Company elected not to measure any eligible
items using the fair value option in accordance with SFAS No. 159 and therefore, SFAS No. 159 did not have an impact on the Companys financial position, results of operations or cash flows.



In September 2006, the FASB ratified the consensuses reached by the
FASBs Emerging Issues Task Force (EITF) relating to EITF 06-4, Accounting for the Deferred Compensation and Postretirement Benefit Aspects of Endorsement Split-Dollar Life Insurance Arrangements (EITF 06-4).
Entities purchase life insurance for various reasons including protection against loss of key employees and to fund postretirement benefits. The two most common types of life insurance arrangements are endorsement split dollar life and collateral
assignment split dollar life. EITF 06-4 covers the former and EITF 06-10 (which does not apply to the Company) covers the latter. EITF 06-4 states that entities with endorsement split-dollar life insurance arrangements that provide a benefit to an
employee that extends to postretirement periods should recognize a liability for future benefits in accordance with SFAS No. 106, Employers Accounting for Postretirement Benefits Other Than Pensions, (if, in substance, a
postretirement benefit plan exists) or Accounting Principles Board (APB) Opinion No. 12, Omnibus Opinion1967 (if the arrangement is, in substance, an individual deferred compensation contract). Entities should
recognize the effects of applying this Issue through either (a) a change in accounting principle through a cumulative-effect adjustment to retained earnings or to other components of equity or net assets in the statement of financial position
as of the beginning of the year of adoption or (b) a change in accounting principle through retrospective application to all prior periods. EITF 06-4 was effective for the Company on January 1, 2008. The Company recorded a liability of
$387 thousand on January 1, 2008 to record the postretirement benefit related to split-dollar life insurance arrangements.



In December 2007, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards (SFAS)
No. 160, Noncontrolling Interests in Consolidated Financial Statementsan amendment of ARB No. 51 (SFAS 160). SFAS 160 establishes new accounting and reporting standards for the noncontrolling interest in a
subsidiary and for the deconsolidation of a subsidiary. SFAS 160 was effective for the Company on January 1, 2009. Earlier adoption is prohibited. The adoption of SFAS 160 had no material effect on the Companys consolidated financial
statements.



In December 2007, the FASB issued SFAS
No. 141(R), Business Combinationsa replacement of FASB No. 141. SFAS 141R replaces SFAS 141, Business Combinations, and applies to all transaction and other events in which one entity obtains control over
one or more other businesses. SFAS 141R requires an acquirer, upon initially obtaining control of another entity, to recognize the assets, liabilities and any non-controlling interest in the acquiree at fair value as of the acquisition date.
Contingent consideration is required to be recognized and measured at fair value on the date of acquisition rather than at a later date when the amount of that consideration may be determinable beyond a reasonable doubt. This fair value approach
replaces the cost-allocation process required under SFAS 141 whereby the cost of an acquisition was allocated to the individual assets acquired and liabilities assumed based on their estimated fair value. SFAS 141R requires acquirers to expense
acquisition-related costs as incurred rather than allocating such costs to the assets



64



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ECB BANCORP, INC. AND SUBSIDIARY



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



DECEMBER 31, 2008 and 2007



acquired and liabilities assumed, as was previously the case under SFAS 141. Under SFAS 141R, the requirements of SFAS 146, Accounting for Costs
Associated with Exit or Disposal Activities, would have to be met in order to accrue for a restructuring plan in purchase accounting. Pre-acquisition contingencies are to be recognized at fair value, unless it is a non-contractual contingency
that is not likely to materialize, in which case, nothing should be recognized in purchase accounting and, instead, that contingency would be subject to the probable and estimable recognition criteria of SFAS 5, Accounting for
Contingencies. SFAS 141R is expected to have an impact on the Companys accounting for business combinations closing on or after January 1, 2009.



In March 2008, the FASB issued SFAS No. 161, Disclosures about Derivative Instruments and Hedging
Activitiesan Amendment of FASB Statement No. 133. SFAS No. 161 expands disclosure requirements regarding an entitys derivative instruments and hedging activities. Expanded qualitative disclosures that will be required
under SFAS No. 161 include: (1) how and why an entity uses derivative instruments; (2) how derivative instruments and related hedged items are accounted for under SFAS No. 133 and related interpretations; and (3) how
derivative instruments and related hedged items affect an entitys financial position, financial performance, and cash flows. SFAS No. 161 also requires several additional quantitative disclosures in the financial statements. SFAS
No. 161 was effective for the Company on January 1, 2009 and will result in additional disclosures if the Company enters into any material derivative or hedging activities.



In February 2008, the FASB issued FASB Staff Position No. 140-3, Accounting for Transfers of Financial Assets and
Repurchase Financing Transactions (FSP 140-3). This FSP provides guidance on accounting for a transfer of a financial asset and the transferors repurchase financing of the asset. This FSP presumes that an initial
transfer of a financial asset and a repurchase financing are considered part of the same arrangement (linked transaction) under SFAS No. 140. However, if certain criteria are met, the initial transfer and repurchase financing are not evaluated
as a linked transaction and are evaluated separately under Statement 140. FSP 140-3 will be effective for financial statements issued for fiscal years beginning after November 15, 2008, and interim periods within those fiscal years and earlier
application is not permitted. Accordingly, this FSP was effective for the Company on January 1, 2009. The adoption of FSP 140-3 had no impact on the Companys financial statements.



In April 2008, the FASB issued FASB Staff Position No. 142-3,
Determination of the Useful Life of Intangible Assets (FSP 142-3). This FSP amends the factors that should be considered in developing renewal or extension assumptions used to determine the useful life of a recognized
intangible asset under SFAS No. 142, Goodwill and Other Intangible Assets. The intent of this FSP is to improve the consistency between the useful life of a recognized intangible asset under SFAS No. 142 and the period of
expected cash flows used to measure the fair value of the asset under SFAS No. 141(R), Business Combinations, and other U.S. generally accepted accounting principles. This FSP is effective for financial statements issued for fiscal
years beginning after December 15, 2008, and interim periods within those fiscal years and early adoption is prohibited. Accordingly, this FSP was effective for the Company on January 1, 2009 and had no material impact on the financial
statements.



In May 2008, FASB issued SFAS No. 162,
The Hierarchy of Generally Accepted Accounting Principles, (SFAS No. 162). SFAS No. 162 identifies the sources of accounting principles and the framework for selecting the principles used in the preparation of
financial statements of nongovernmental entities that are presented in conformity with generally accepted accounting principles (GAAP) in the United States (the GAAP hierarchy). SFAS No. 162 was effective November 15. The FASB has stated
that it does not expect SFAS No. 162 will result in a change in current practice. The application of SFAS No. 162 had no effect on the Companys consolidated financial statements.



In June 2008, the FASB issued FASB Staff Position No. EITF 03-6-1,
Determining Whether Instruments Granted in Share-Based Payment Transactions are Participating Securities, (FSP EITF 03-6-1). FSP EITF 03-6-1 provides that unvested share-based payment awards that contain nonforfeitable rights
to dividends or dividend equivalents are participating securities and must be included in the earnings per share computation. FSP EITF 03-6-1 is effective for financial statements issued for fiscal years beginning after December 15, 2008, and
interim periods within those years. All



65



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ECB BANCORP, INC. AND SUBSIDIARY



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



DECEMBER 31, 2008 and 2007



prior-period earnings per share data presented must be adjusted retrospectively. Early application is not permitted. The adoption of FSP EITF 03-6-1 did not
have an effect on the Companys financial statements.



The
SECs Office of the Chief Accountant and the staff of the FASB issued press release 2008-234 on September 30, 2008 (Press Release) to provide clarifications on fair value accounting. The press release includes guidance on the
use of managements internal assumptions and the use of market quotes. It also reiterates the factors in SEC Staff Accounting Bulletin (SAB) Topic 5M which should be considered when determining other-than-temporary
impairment: the length of time and extent to which the market value has been less than cost; financial condition and near-term prospects of the issuer; and the intent and ability of the holder to retain its investment for a period of time sufficient
to allow for any anticipated recovery in market value.



On
October 10, 2008, the FASB issued FSP SFAS 157-3, Determining the Fair Value of a Financial Asset When the Market for That Asset Is Not Active (FSP SFAS 157-3). This FSP clarifies the application of SFAS No. 157,
Fair Value Measurements (see Note 14) in a market that is not active and provides an example to illustrate key considerations in determining the fair value of a financial asset when the market for that asset is not active. The FSP is
effective upon issuance, including prior periods for which financial statements have not been issued. For the Company, this FSP was effective for the quarter ended September 30, 2008.



The Company considered the guidance in the Press Release and in FSP SFAS
157-3 when conducting its review for other-than-temporary impairment as of December 31, 2008 and determined that it did not result in a change to its impairment estimation techniques.



FSP SFAS 140-4 and FIN 46(R)-8, Disclosures by Public Entities
(Enterprises) about Transfers of Financial Assets and Interests in Variable Interest Entities, (FSP SFAS 140-4 and FIN 46(R)-8) was issued in December 2008 to require public entities to disclose additional information about
transfers of financial assets and to require public enterprises to provide additional disclosures about their involvement with variable interest entities. The FSP also requires certain disclosures for public enterprises that are sponsors and
servicers of qualifying special purpose entities. The FSP is effective for the first reporting period ending after December 15, 2008. This FSP had no material impact on the financial position of the Company.



FSP SFAS 132(R)-1, Employers Disclosures about Postretirement
Benefit Plan Assets, (FSP SFAS 132(R)-1) issued in December 2008, provides guidance on an employers disclosures about plan assets of a defined benefit pension or other postretirement plan to provide the users of financial
statements with an understanding of: (a) how investment allocation decisions are made, including the factors that are pertinent to an understanding of investment policies and strategies; (b) the major categories of plan assets;
(c) the inputs and valuation techniques used to measure the fair value of plan assets; (d) the effect of fair value measurements using significant unobservable inputs (Level 3) on changes in plan assets for the period; and
(e) significant concentrations of risk within plan assets.



The Staff Position also requires a nonpublic entity, as defined in SFAS 132, to disclose net periodic benefit cost for each period for which a statement of income is presented. FSP SFAS 132(R)-1 is effective for fiscal years ending after
December 15, 2009. The Staff Position will require the Company to provide additional disclosures related it to its benefit plans.



FSP EITF 99-20-1, Amendments to the Impairment Guidance of EITF Issue No. 99-20, (FSP EITF 99-20-1) was issued in January
2009. Prior to the Staff Position, other-than-temporary impairment was determined by using either EITF Issue No. 99-20, Recognition of Interest Income and Impairment on Purchased Beneficial Interests and Beneficial Interests that Continue
to be Held by a Transferor in Securitized Financial Assets, (EITF 99-20) or SFAS No. 115, Accounting for Certain Investments in Debt and Equity Securities, (SFAS 115) depending on the type of security.
EITF 99-20 required the use of market participant assumptions regarding future cash flows regarding the probability of collecting all cash flows previously projected. SFAS 115 determined impairment to be other than temporary if it was



66



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ECB BANCORP, INC. AND SUBSIDIARY



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



DECEMBER 31, 2008 and 2007



probable that the holder would be unable to collect all amounts due according to the contractual terms. To achieve a more consistent determination of
other-than-temporary impairment, the Staff Position amends EITF 99-20 to determine any other-than-temporary impairment based on the guidance in SFAS 115, allowing management to use more judgment in determining any other-than-temporary impairment.
The Staff Position is effective for interim and annual reporting periods ending after December 15, 2008 and shall be applied prospectively. Retroactive application is not permitted. Management has reviewed the Companys security portfolio
and evaluated the portfolio for any other-than-temporary impairments as discussed in Note 2.



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.



(2)    INVESTMENT SECURITIES



The following is a summary of the securities portfolio by major classification (dollars in thousands):



|                                                 |  |                   |         |                      |   |                       |  |   |           |   |  |   |        
|------------------------------------------------ |  | ----------------- | ------- | -------------------- | - | --------------------- |  | - | --------- | - |  | - | -------
|                                                 |  | December 31, 2008
|                                                 |  | AmortizedCost     |         | GrossUnrealizedGains |   | GrossUnrealizedLosses |  |   | FairValue
|Securities available-for-sale:                   |  |                   |         |                      |   |                       |  |   |           |   |  |   |        
|Government-sponsored enterprises and FFCB bonds  |  | $                 | 28,899  |                      | $ | 633                   |  | $ | (8        | ) |  | $ | 29,524 
|Obligations of states and political subdivisions |  |                   | 33,434  |                      |   | 306                   |  |   | (531      | ) |  |   | 33,209 
|Mortgage-backed securities                       |  |                   | 167,250 |                      |   | 2,163                 |  |   | (5        | ) |  |   | 169,408
|Corporate Bonds                                  |  |                   | 7,055   |                      |   | 9                     |  |   | (176      | ) |  |   | 6,888  
|Equity securities                                |  |                   | 1,000   |                      |   |                      |  |   | (320      | ) |  |   | 680    
|                                                 |  |                   |         |                      |   |                       |  |   |           |   |  |   |        
|                                                 |  | $                 | 237,638 |                      | $ | 3,111                 |  | $ | (1,040    | ) |  | $ | 239,709
|                                                 |  |                   |         |                      |   |                       |  |   |           |   |  |   |        



|                                                 |  |                   |         |                      |   |                       |  |   |            |   |  |   |        
|------------------------------------------------ |  | ----------------- | ------- | -------------------- | - | --------------------- |  | - | ---------- | - |  | - | -------
|                                                 |  | December 31, 2007
|                                                 |  | AmortizedCost     |         | GrossUnrealizedGains |   | GrossUnrealizedLosses |  |   | Fair Value
|Securities available-for-sale:                   |  |                   |         |                      |   |                       |  |   |            |   |  |   |        
|Government-sponsored enterprises and FFCB bonds  |  | $                 | 32,723  |                      | $ | 306                   |  | $ | (7         | ) |  | $ | 33,022 
|Obligations of states and political subdivisions |  |                   | 36,227  |                      |   | 154                   |  |   | (440       | ) |  |   | 35,941 
|Mortgage-backed securities                       |  |                   | 53,638  |                      |   | 130                   |  |   | (628       | ) |  |   | 53,140 
|Corporate Bonds                                  |  |                   | 3,028   |                      |   |                      |  |   | (70        | ) |  |   | 2,958  
|Equity securities                                |  |                   | 1,000   |                      |   |                      |  |   | (173       | ) |  |   | 827    
|                                                 |  |                   |         |                      |   |                       |  |   |            |   |  |   |        
|                                                 |  | $                 | 126,616 |                      | $ | 590                   |  | $ | (1,318     | ) |  | $ | 125,888
|                                                 |  |                   |         |                      |   |                       |  |   |            |   |  |   |        



Gross realized gains
and losses on sales of securities for the years ended December 31, 2008, 2007 and 2006 were as follows (dollars in thousands):



|                            |  |      |     |   |      |   |      |      |  |   |  
|--------------------------- |  | ---- | --- | - | ---- | - | ---- | ---- |  | - | -
|                            |  | 2008 |     |   | 2007 |   |      | 2006
|Gross realized gains        |  | $    | 256 |   |      | $ | 10   |      |  | $ | 
|Gross realized losses       |  |      | (38 | ) |      |   | (171 | )    |  |   | 
|                            |  |      |     |   |      |   |      |      |  |   |  
|Net realized (losses) gains |  | $    | 218 |   |      | $ | (161 | )    |  | $ | 
|                            |  |      |     |   |      |   |      |      |  |   |  



At December 31,
2008, the Company had $53 million of mortgage-backed securities with a December trade date but a settlement date subsequent to year-end. In accordance with SOP 01-6, Accounting by Certain Entities (Including Entities with Trade Receivables)
that Lend to or Finance the Activities of Others, the securities were recorded as of the trade date with a corresponding liability recognized as of December 31, 2008.



67



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ECB BANCORP, INC. AND SUBSIDIARY



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



DECEMBER 31, 2008 and 2007



Impairment of Certain Investments in Debt and Equity Securities. The
following tables set forth the amount of unrealized losses at December 31, 2008 and 2007 (that is, the amount by which cost or amortized cost exceeds fair value), and the related fair value of investments with unrealized losses, none of which
are considered to be other-than-temporarily impaired. The tables are segregated into investments that have been in a continuous unrealized-loss position for less than 12 months from those that have been in a continuous unrealized-loss position for
12 months or longer (dollars in thousands).



December 31, 2008



|                                                 |  |                     |        |                     |   |           |  |                  |       |           |   |                  |  |   |        |  |   |      
|------------------------------------------------ |  | ------------------- | ------ | ------------------- | - | --------- |  | ---------------- | ----- | --------- | - | ---------------- |  | - | ------ |  | - | -----
|                                                 |  | Less Than 12 Months |        | 12 Months or longer |   | Total    
|                                                 |  | FairValue           |        | UnrealizedLosses    |   | FairValue |  | UnrealizedLosses |       | FairValue |   | UnrealizedLosses
|Government-sponsored enterprises and FFCB bonds  |  | $                   | 3,989  |                     | $ | 8         |  | $                |      |           | $ |                 |  | $ | 3,989  |  | $ | 8    
|Obligations of states and political subdivisions |  |                     | 9,025  |                     |   | 490       |  |                  | 2,520 |           |   | 41               |  |   | 11,545 |  |   | 531  
|Mortgage-backed securities                       |  |                     | 2,989  |                     |   |          |  |                  | 1,117 |           |   | 5                |  |   | 4,106  |  |   | 5    
|Corporate bonds                                  |  |                     | 2,363  |                     |   | 176       |  |                  |      |           |   |                 |  |   | 2,363  |  |   | 176  
|Equity securities                                |  |                     |       |                     |   |          |  |                  | 680   |           |   | 320              |  |   | 680    |  |   | 320  
|                                                 |  |                     |        |                     |   |           |  |                  |       |           |   |                  |  |   |        |  |   |      
|Total                                            |  | $                   | 18,366 |                     | $ | 674       |  | $                | 4,317 |           | $ | 366              |  | $ | 22,683 |  | $ | 1,040
|                                                 |  |                     |        |                     |   |           |  |                  |       |           |   |                  |  |   |        |  |   |      



December 31, 2007



|                                                 |  |                     |        |                     |   |           |  |                  |        |           |   |                  |  |   |        |  |   |      
|------------------------------------------------ |  | ------------------- | ------ | ------------------- | - | --------- |  | ---------------- | ------ | --------- | - | ---------------- |  | - | ------ |  | - | -----
|                                                 |  | Less Than 12 Months |        | 12 Months or longer |   | Total    
|                                                 |  | FairValue           |        | UnrealizedLosses    |   | FairValue |  | UnrealizedLosses |        | FairValue |   | UnrealizedLosses
|Government-sponsored enterprises and FFCB bonds  |  | $                   |       |                     | $ |          |  | $                | 5,986  |           | $ | 7                |  | $ | 5,986  |  | $ | 7    
|Obligations of states and political subdivisions |  |                     | 8,496  |                     |   | 74        |  |                  | 11,806 |           |   | 366              |  |   | 20,302 |  |   | 440  
|Mortgage-backed securities                       |  |                     | 1,438  |                     |   | 7         |  |                  | 31,658 |           |   | 621              |  |   | 33,096 |  |   | 628  
|Corporate bonds                                  |  |                     | 2,958  |                     |   | 70        |  |                  |       |           |   |                 |  |   | 2,958  |  |   | 70   
|Equity securities                                |  |                     | 827    |                     |   | 173       |  |                  |       |           |   |                 |  |   | 827    |  |   | 173  
|                                                 |  |                     |        |                     |   |           |  |                  |        |           |   |                  |  |   |        |  |   |      
|Total                                            |  | $                   | 13,719 |                     | $ | 324       |  | $                | 49,450 |           | $ | 994              |  | $ | 63,169 |  | $ | 1,318
|                                                 |  |                     |        |                     |   |           |  |                  |        |           |   |                  |  |   |        |  |   |      



As of
December 31, 2008 and 2007, management has concluded that the unrealized losses presented above are temporary in nature since they are not related to the underlying credit quality of the issuers, and the Company has the intent and ability to
hold these investments for a time necessary to recover their cost. The losses above, except for equity securities, are on debt securities that have contractual maturity dates and are primarily related to market interest rates. The unrealized losses
associated with these securities are not considered to be other-than-temporary, because they are related to changes in interest rates and do not affect the expected cash flows of the underlying collateral or the issuer.



During the first quarter 2007, Triangle Mezzanine converted from a privately
held SBIC to a publicly traded entity called Triangle Capital Corporation (TCAP). As a result, the Bank reclassified the asset as an equity security in the investment portfolio with no gain or loss on the transaction since the proceeds
to the Bank equaled its initial cost of the investment. Although TCAPs stock price traded below it carrying price of $15 per share during 2008, it did report an increase in net investment income per share of $1.54 in 2008 compared to $0.95 in
2007. TCAP also continued to increase its quarterly dividend during 2008 which resulted in a dividend yield of over ten percent. Based upon the analysis performed and Banks ability and intent to hold the investment for a reasonable period of
time sufficient for a forecasted recovery of fair value, the Bank does not consider the investment to be other-than-temporarily impaired.



68



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ECB BANCORP, INC. AND SUBSIDIARY



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



DECEMBER 31, 2008 and 2007



The aggregate amortized cost and fair value of the available-for-sale
securities portfolio at December 31, 2008 by remaining contractual maturity are as follows (dollars in thousands):



|                                                  |  |               |         |           |   |        
|------------------------------------------------- |  | ------------- | ------- | --------- | - | -------
|                                                  |  | AmortizedCost |         | FairValue
|Government-sponsored enterprises and FFCB bonds:  |  |               |         |           |   |        
|Due in one through five years                     |  | $             | 5,000   |           | $ | 5,149  
|Due in five through ten years                     |  |               | 9,384   |           |   | 9,614  
|Due after ten years                               |  |               | 14,515  |           |   | 14,761 
|Obligations of states and political subdivisions: |  |               |         |           |   |        
|Due in one year or less                           |  |               | 1,320   |           |   | 1,326  
|Due in one through five years                     |  |               | 6,052   |           |   | 6,147  
|Due in five through ten years                     |  |               | 16,936  |           |   | 16,936 
|Due after ten years                               |  |               | 9,126   |           |   | 8,800  
|Mortgage-backed securities:                       |  |               |         |           |   |        
|Due in five through ten years                     |  |               | 7,706   |           |   | 7,892  
|Due after ten years                               |  |               | 159,544 |           |   | 161,516
|Corporate Bonds:                                  |  |               |         |           |   |        
|Due in five through ten years                     |  |               | 7,055   |           |   | 6,888  
|Equity securities:                                |  |               |         |           |   |        
|Due after ten years                               |  |               | 1,000   |           |   | 680    
|                                                  |  |               |         |           |   |        
|Total securities                                  |  | $             | 237,638 |           | $ | 239,709
|                                                  |  |               |         |           |   |        



Securities with an
amortized cost of $113.3 million at December 31, 2008 are pledged as collateral. Of this total, amortized cost of $39.1 million and fair value of $40.0 million are pledged as collateral for FHLB advances.



(3)    LOANS



Loans at December 31, 2008 and 2007 classified by type are as follows
(dollars in thousands):



|                                              |  |      |         |      |   |        
|--------------------------------------------- |  | ---- | ------- | ---- | - | -------
|                                              |  | 2008 |         | 2007
|Real estate loans:                            |  |      |         |      |   |        
|Construction and land development             |  | $    | 132,703 |      | $ | 104,518
|Secured by farmland                           |  |      | 25,693  |      |   | 25,949 
|Secured by residential properties             |  |      | 99,966  |      |   | 70,873 
|Secured by nonfarm, nonresidential properties |  |      | 173,524 |      |   | 138,242
|Consumer installment                          |  |      | 5,019   |      |   | 5,712  
|Credit cards and related plans                |  |      | 2,214   |      |   | 2,001  
|Commercial and all other loans:               |  |      |         |      |   |        
|Commercial and industrial                     |  |      | 58,718  |      |   | 66,793 
|Loans to finance agricultural production      |  |      | 22,962  |      |   | 20,344 
|All other loans                               |  |      | 18,240  |      |   | 20,015 
|                                              |  |      |         |      |   |        
|                                              |  |      | 539,039 |      |   | 454,447
|Less deferred fees and costs, net             |  |      | 203     |      |   | 249    
|                                              |  |      |         |      |   |        
|                                              |  | $    | 538,836 |      | $ | 454,198
|                                              |  |      |         |      |   |        
|                                              |  |     
|Included in the above:                        |  |      |         |      |   |        
|Nonaccrual loans                              |  | $    | 9,957   |      | $ | 393    
|Restructured loans                            |  |      | 24      |      |   | 73     



69



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ECB BANCORP, INC. AND SUBSIDIARY



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



DECEMBER 31, 2008 and 2007



At December 31, 2008, the recorded investment in loans that are
considered to be impaired under SFAS No. 114 was $16.5 million; of this total, $14.5 million had allowance for loan losses allocated to these loans in the amount of $1.8 million. At December 31, 2007, the recorded investment in loans that
are considered to be impaired under SFAS No. 114 was $10.4 million; of this total, $6.0 million had allowance for loan losses allocated to these loans in the amount of $630 thousand. At December 31, 2006, the recorded investment in loans
that are considered to be impaired under SFAS No. 114 was $86 thousand, and there was no allowance for loan losses allocated to these loans. In 2007, the Company adopted a more aggressive method of evaluating it potential for impairment under
SFAS No. 114 which included doing analyses on loans risk graded as special mention or classified.



The average recorded investment in loans that are considered to be impaired under SFAS No. 114 during the year ended December 31, 2008 was $10.7
million. For the year ended December 31, 2008, the Company recognized approximately $0.5 million of interest income on impaired loans.



The average recorded investment in loans that are considered to be impaired under SFAS No. 114 during the year ended December 31, 2007 was $12.9
million. For the year ended December 31, 2007, the Company recognized approximately $1.0 million of interest income on impaired loans.



The average recorded investment in loans that are considered to be impaired under SFAS No. 114 during the year ended December 31, 2006 was $87
thousand. For the year ended December 31, 2006, the Company recognized approximately $4 thousand of interest income on impaired loans.



The Company, through its normal lending activity, originates and maintains loans receivable that are substantially concentrated in the Eastern region of
North Carolina, where its offices are located. The Companys policy calls for collateral or other forms of repayment assurance to be received from the borrower at the time of loan origination. Such collateral or other form of repayment
assurance is subject to changes in economic value due to various factors beyond the control of the Company, and such changes could be significant.



At December 31, 2008 and 2007, included in mortgage, commercial, and residential loans were loans collateralized by owner-occupied residential real
estate of approximately $53.4 million and $50.1 million, respectively.



Loans of approximately $34.2 million at December 31, 2008 are pledged as eligible collateral for FHLB advances.



(4)    ALLOWANCE FOR LOAN LOSSES



An analysis of the allowance for loan losses for the years ended December 31, 2008, 2007 and 2006 follows (dollars in thousands):



|                                 |  |              |       |   |      |   |       |      |  |   |       |  
|-------------------------------- |  | ------------ | ----- | - | ---- | - | ----- | ---- |  | - | ----- | -
|                                 |  | December 31, |      
|                                 |  | 2008         |       |   | 2007 |   |       | 2006 | 
|Beginning balance                |  | $            | 4,083 |   |      | $ | 4,725 |      |  | $ | 4,650 |  
|Provision for loan losses        |  |              | 2,450 |   |      |   | (99   | )    |  |   | 351   |  
|Recoveries                       |  |              | 97    |   |      |   | 94    |      |  |   | 91    |  
|Loans charged off                |  |              | (699  | ) |      |   | (637  | )    |  |   | (127  | )
|Adjustment for unfunded loans(1) |  |              |      |   |      |   |      |      |  |   | (240  | )
|                                 |  |              |       |   |      |   |       |      |  |   |       |  
|Ending balance                   |  | $            | 5,931 |   |      | $ | 4,083 |      |  | $ | 4,725 |  
|                                 |  |              |       |   |      |   |       |      |  |   |       |  

---

|(1) |  | $240 thousand allocated to approximately $80 million of committed but unfunded loan obligations was reclassed to other liabilities from the Banks allowance for loan loss
reserve.
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



70



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ECB BANCORP, INC. AND SUBSIDIARY



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



DECEMBER 31, 2008 and 2007



(5)    BANK PREMISES AND EQUIPMENT



The components of bank premises and equipment at December 31, 2008 and
2007 are as follows (dollars in thousands):



|                        |  |      |        |                         |   |                   |  |   |       
|----------------------- |  | ---- | ------ | ----------------------- | - | ----------------- |  | - | ------
|                        |  | Cost |        | AccumulatedDepreciation |   | UndepreciatedCost
|December 31, 2008:      |  |      |        |                         |   |                   |  |   |       
|Land                    |  | $    | 10,036 |                         | $ |                  |  | $ | 10,036
|Land improvements       |  |      | 260    |                         |   | 177               |  |   | 83    
|Buildings               |  |      | 17,534 |                         |   | 4,300             |  |   | 13,234
|Furniture and equipment |  |      | 6,414  |                         |   | 4,030             |  |   | 2,384 
|                        |  |      |        |                         |   |                   |  |   |       
|Total                   |  | $    | 34,244 |                         | $ | 8,507             |  | $ | 25,737
|                        |  |      |        |                         |   |                   |  |   |       
|December 31, 2007:      |  |      |        |                         |   |                   |  |   |       
|Land                    |  | $    | 9,407  |                         | $ |                  |  | $ | 9,407 
|Land improvements       |  |      | 245    |                         |   | 210               |  |   | 35    
|Buildings               |  |      | 16,572 |                         |   | 3,738             |  |   | 12,834
|Furniture and equipment |  |      | 6,960  |                         |   | 4,786             |  |   | 2,174 
|                        |  |      |        |                         |   |                   |  |   |       
|Total                   |  | $    | 33,184 |                         | $ | 8,734             |  | $ | 24,450
|                        |  |      |        |                         |   |                   |  |   |       



(6)    INCOME
TAXES



The components of income tax expense (benefit) are
as follows (dollars in thousands):



|                              |  |         |       |           |   |      |       |  |   |      
|----------------------------- |  | ------- | ----- | --------- | - | ---- | ----- |  | - | -----
|                              |  | Current |       | Deferred* |   |      | Total
|Year ended December 31, 2008: |  |         |       |           |   |      |       |  |   |      
|Federal                       |  | $       | 1,113 |           | $ | (684 | )     |  | $ | 429  
|State                         |  |         | 213   |           |   | (62  | )     |  |   | 151  
|                              |  |         |       |           |   |      |       |  |   |      
|                              |  | $       | 1,326 |           | $ | (746 | )     |  | $ | 580  
|                              |  |         |       |           |   |      |       |  |   |      
|                              |  |         |      
|Year ended December 31, 2007: |  |         |       |           |   |      |       |  |   |      
|Federal                       |  | $       | 1,457 |           | $ | (22  | )     |  | $ | 1,435
|State                         |  |         | 221   |           |   | 21   |       |  |   | 242  
|                              |  |         |       |           |   |      |       |  |   |      
|                              |  | $       | 1,678 |           | $ | (1   | )     |  | $ | 1,677
|                              |  |         |       |           |   |      |       |  |   |      
|                              |  |         |      
|Year ended December 31, 2006: |  |         |       |           |   |      |       |  |   |      
|Federal                       |  | $       | 2,133 |           | $ | (167 | )     |  | $ | 1,966
|State                         |  |         | 413   |           |   | 31   |       |  |   | 444  
|                              |  |         |       |           |   |      |       |  |   |      
|                              |  | $       | 2,546 |           | $ | (136 | )     |  | $ | 2,410
|                              |  |         |       |           |   |      |       |  |   |      

---

|* |  | Included in deferred tax is release of valuation allowance adjustment of $230 for year ending December 31, 2008 and $165 thousand for year ending December 31, 2007.
|- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------



71



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ECB BANCORP, INC. AND SUBSIDIARY



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



DECEMBER 31, 2008 and 2007



Total income tax expense was less than the amount computed by applying the
federal income tax rate of 34% to income before income taxes. The reasons for the difference were as follows (dollars in thousands):



|                                      |  |                          |       |   |      |   |       |      |  |   |       |  
|------------------------------------- |  | ------------------------ | ----- | - | ---- | - | ----- | ---- |  | - | ----- | -
|                                      |  | Years ended December 31, |      
|                                      |  | 2008                     |       |   | 2007 |   |       | 2006 | 
|Income taxes at statutory rate        |  | $                        | 1,360 |   |      | $ | 2,206 |      |  | $ | 2,717 |  
|Increase (decrease) resulting from:   |  |                          |       |   |      |   |       |      |  |   |       |  
|Effect of non-taxable interest income |  |                          | (493  | ) |      |   | (437  | )    |  |   | (493  | )
|Decrease in valuation allowance       |  |                          | (230  | ) |      |   | (165  | )    |  |   |      |  
|Bank owned life insurance             |  |                          | (108  | ) |      |   | (98   | )    |  |   | (104  | )
|State taxes, net of federal benefit   |  |                          | 99    |   |      |   | 160   |      |  |   | 280   |  
|CAHEC tax credits                     |  |                          | (122  | ) |      |   | (57   | )    |  |   | (27   | )
|Other, net                            |  |                          | 74    |   |      |   | 68    |      |  |   | 37    |  
|                                      |  |                          |       |   |      |   |       |      |  |   |       |  
|Applicable income taxes               |  | $                        | 580   |   |      | $ | 1,677 |      |  | $ | 2,410 |  
|                                      |  |                          |       |   |      |   |       |      |  |   |       |  



The tax effects of
temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities at December 31, 2008 and 2007 are presented below (dollars in thousands):



|                                                                            |  |      |       |   |      |   |       |  
|--------------------------------------------------------------------------- |  | ---- | ----- | - | ---- | - | ----- | -
|                                                                            |  | 2008 |       |   | 2007 |  
|Deferred tax assets:                                                        |  |      |       |   |      |   |       |  
|Allowance for loan losses                                                   |  | $    | 2,286 |   |      | $ | 1,472 |  
|Unrealized loss associated with FNMA and FHLMC preferred stock              |  |      | 105   |   |      |   | 335   |  
|Postretirement benefits                                                     |  |      | 271   |   |      |   | 269   |  
|Unrealized losses on securities available for sale                          |  |      |      |   |      |   | 280   |  
|Unfunded postretirement benefits                                            |  |      | 19    |   |      |   | 13    |  
|Other                                                                       |  |      | 1,286 |   |      |   | 954   |  
|                                                                            |  |      |       |   |      |   |       |  
|Total gross deferred tax assets                                             |  | $    | 3,967 |   |      | $ | 3,323 |  
|Valuation allowance                                                         |  |      | (105  | ) |      |   | (335  | )
|                                                                            |  |      |       |   |      |   |       |  
|Total net deferred tax assets                                               |  |      | 3,862 |   |      |   | 2,988 |  
|                                                                            |  |      |       |   |      |   |       |  
|Deferred tax liabilities:                                                   |  |      |       |   |      |   |       |  
|Bank premises and equipment, principally due to differences in depreciation |  |      | 2,423 |   |      |   | 1,873 |  
|Unrealized gains on securities available for sale                           |  |      | 798   |   |      |   |      |  
|Other                                                                       |  |      | 176   |   |      |   | 94    |  
|                                                                            |  |      |       |   |      |   |       |  
|Total gross deferred tax liabilities                                        |  |      | 3,397 |   |      |   | 1,967 |  
|                                                                            |  |      |       |   |      |   |       |  
|Net deferred tax asset                                                      |  | $    | 465   |   |      | $ | 1,021 |  
|                                                                            |  |      |       |   |      |   |       |  



The valuation
allowance for deferred tax assets was $105 thousand at December 31, 2008 and $335 thousand at December 31, 2007. The valuation allowance required at December 31, 2008 and 2007 was for certain capital losses related to perpetual
preferred stock issued by Federal National Mortgage Association and Federal Home Loan Mortgage Corporation. These losses are capital in character and the corporation may not have current capital gain capacity to offset these losses. In order for
these capital losses to be realized, the Company would need capital gains to offset them.



During 2008 and 2007, the Company recognized capital gains which decreased the valuation allowance. However the Company does not have plans in place to generate any capital gains in the future. Accordingly, it is more
likely than not that these capital losses will fail to be realized and a valuation allowance is required on this portion of the deferred tax asset.



Based on the Companys historical and current earnings, management believes it is more likely than not the Company will realize the benefits of the
deferred tax assets which are not provided for under the valuation allowance.



72



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ECB BANCORP, INC. AND SUBSIDIARY



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



DECEMBER 31, 2008 and 2007



The Company has analyzed the tax positions taken or expected to be taken in
its tax returns and concluded it has no liability related to uncertain tax positions in accordance with FIN 48. Years ended December 31, 2005 through December 31, 2007 remain open for audit for all major jurisdictions.



During 2008, the Internal Revenue Service (IRS) conducted an audit of the
Banks 2005 consolidated federal income tax return. As a result of the examination, management has determined that the tax depreciation deduction was overstated. Management expects the increase in taxes owed to be approximately $1.4 million.
Once the examination is finalized, income tax returns for 2006 and 2007 will also be adjusted for the depreciation difference. Additional expected taxes for those years will be approximately $350 thousand. Interest associated with the additional tax
liability for the years 2005, 2006 and 2007 is approximately $350 thousand and has been accrued in the Companys financial statements. The additional taxes paid to the IRS will be reclassed from deferred taxes to taxes currently payable once a
final settlement has been reached with the IRS. Although at this point management does not expect penalties to be assessed, it is possible that penalties of approximately $275 thousand could be assessed by the IRS.



(7)    BORROWED FUNDS



Borrowed funds and the corresponding weighted average rates (WAR) at
December 31, 2008 and 2007 are summarized as follows (dollars in thousands):



|                            |  |      |        |     |      |   |      |   |        |  |      |  
|--------------------------- |  | ---- | ------ | --- | ---- | - | ---- | - | ------ |  | ---- | -
|                            |  | 2008 |        | WAR |      |   | 2007 |   | WAR    | 
|Federal Funds Purchased     |  | $    | 13,000 |     | 0.48 | % |      | $ |       |  |     | %
|Sweep accounts              |  |      | 4,416  |     | 0.99 |   |      |   | 6,814  |  | 2.99 |  
|Advances from FHLB          |  |      | 34,000 |     | 2.75 |   |      |   | 28,000 |  | 4.67 |  
|Repurchase agreements       |  |      | 6,300  |     | 4.48 |   |      |   | 8,360  |  | 5.42 |  
|                            |  |      |        |     |      |   |      |   |        |  |      |  
|Total short-term borrowings |  |      | 57,716 |     | 2.29 |   |      |   | 43,174 |  | 4.55 |  
|                            |  |      |        |     |      |   |      |   |        |  |      |  
|Advances from FHLB          |  |      | 26,000 |     | 3.10 |   |      |   |       |  |     |  
|                            |  |      |        |     |      |   |      |   |        |  |      |  
|Total long-term obligations |  |      | 26,000 |     | 3.10 |   |      |   |       |  |     |  
|                            |  |      |        |     |      |   |      |   |        |  |      |  
|Total borrowed funds        |  | $    | 83,716 |     | 2.54 | % |      | $ | 43,174 |  | 4.55 | %
|                            |  |      |        |     |      |   |      |   |        |  |      |  



The following table
details the maturities and rates of our long-term borrowings from the FHLB, as of December 31, 2008.



|                  |  |                        |  |           |  |         |  |       |  |                  
|----------------- |  | ---------------------- |  | --------- |  | ------- |  | ----- |  | -----------------
|Borrow Date       |  | Type                   |  | Principal |  | Term    |  | Rate  |  | Maturity         
|                  |  | (Dollars in thousands)
|March 12, 2008    |  | Fixed rate             |  | $5,000    |  | 2 years |  | 2.56% |  | March 12, 2010   
|March 12, 2008    |  | Fixed rate             |  | 6,500     |  | 3 years |  | 2.89  |  | March 14, 2011   
|February 29, 2008 |  | Fixed rate             |  | 5,000     |  | 4 years |  | 3.18  |  | February 29, 2012
|March 12, 2008    |  | Fixed rate             |  | 2,000     |  | 4 years |  | 3.25  |  | March 12, 2012   
|March 12, 2008    |  | Fixed rate             |  | 7,500     |  | 5 years |  | 3.54  |  | March 12, 2013   



Pursuant to a
collateral agreement with the FHLB, advances are collateralized by all the Companys FHLB stock and qualifying first mortgage loans. The eligible residential 1-4 family first mortgage loans as of December 31, 2008, were $34.2 million. This
agreement with the FHLB provides for a line of credit up to 20% of the Banks assets. In addition, the Bank had $40.0 million of investment securities held as collateral by the FHLB on advances as of December 31, 2008. The maximum month
end balances were $80.0 million, $28.0 million and $31.0 million during the years ended December 31, 2008, 2007 and 2006, respectively.



The Company has established various credit facilities to provide additional liquidity if and as needed. These include unsecured lines of credit with
correspondent banks totaling $31.0 million.



The Company enters
into agreements with customers to transfer excess funds in demand accounts into repurchase agreements. Under the repurchase agreement, the Company sells the customer an interest in government-sponsored



73



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ECB BANCORP, INC. AND SUBSIDIARY



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



DECEMBER 31, 2008 and 2007



enterprise securities. The customers interest in the underlying security shall be repurchased by the Company at the opening of the next banking day.
The rate paid fluctuates with the weekly average federal funds rate minus 125 basis points and has a floor of 50 basis points. Securities with a fair value of $8.8 million secured repurchase agreements as of December 31, 2008.



(8)    RETIREMENT PLANS AND OTHER POSTRETIREMENT BENEFITS



The Company has a defined contribution 401(k) plan that
covers all eligible employees. The Company matches employee contributions up to certain amounts as defined in the plan. Total expense related to this plan was $391 thousand, $314 thousand and $291 thousand in 2008, 2007 and 2006, respectively. The
Company also has a postretirement benefit plan whereby the Company pays postretirement health care benefits for certain of its retirees that have met minimum age and service requirements.



In 2002, the Company adopted a supplemental executive retirement plan to provide benefits for members of management and
directors. The liability was calculated by discounting the anticipated future cash flows for the years ended December 31, 2008 and 2007 at 6.25% and 5.83%. The liability accrued for this obligation was $2.1 million and $1.7 million at
December 31, 2008 and 2007, respectively. Charges to income are based on changes in the cash value of insurance, which funds the liability. The related expense for the years ended December 31, 2008, 2007 and 2006 was $360 thousand, $375
thousand and $384 thousand, respectively.



On January 1,
2008, the Company adopted EITF 06-4, Accounting for Deferred Compensation and Postretirement Benefit Aspects of Endorsement Split-Dollar Life Insurance Arrangements, (EITF 06-4) which requires the Company to recognize a
liability for the future death benefit provided to certain employees in relation to the postretirement benefit related to split-dollar life insurance arrangements. The Company recorded a liability of $387 thousand upon initial adoption through
a cumulative-effect adjustment to retained earnings and expensed an additional $68 thousand during 2008. The calculation of the liability is based on the present value of the post-retirement cost of insurance.



The following tables provide information relating to the Companys
postretirement health care benefit plan using a measurement date of December 31 (dollars in thousands):



|                                                              |  |      |     |   |      |   |     |  
|------------------------------------------------------------- |  | ---- | --- | - | ---- | - | --- | -
|                                                              |  | 2008 |     |   | 2007 |  
|Reconciliation of benefit obligation:                         |  |      |     |   |      |   |     |  
|Net benefit obligation, January 1                             |  | $    | 729 |   |      | $ | 718 |  
|Service cost                                                  |  |      | 5   |   |      |   | 5   |  
|Interest cost                                                 |  |      | 42  |   |      |   | 43  |  
|Prior service cost                                            |  |      | (7  | ) |      |   | (8  | )
|Benefit paid                                                  |  |      | (23 | ) |      |   | (29 | )
|                                                              |  |      |     |   |      |   |     |  
|Net benefit obligation, December 31                           |  | $    | 746 |   |      | $ | 729 |  
|                                                              |  |      |     |   |      |   |     |  
|Fair value of plan assets                                     |  | $    |    |   |      | $ |    |  
|                                                              |  |      |     |   |      |   |     |  
|Funding status and net amount recognized in other liabilities |  | $    | 746 |   |      | $ | 729 |  
|                                                              |  |      |     |   |      |   |     |  



Recognized in
accumulated other comprehensive loss:



|                                  |  |      |     |   |      |   |     |  
|--------------------------------- |  | ---- | --- | - | ---- | - | --- | -
|                                  |  | 2008 |     |   | 2007 |  
|Unrecognized prior service credit |  | $    | (15 | ) |      | $ | (22 | )
|Unrecognized net loss             |  |      | 53  |   |      |   | 55  |  
|Deferred tax asset                |  |      | (19 | ) |      |   | (13 | )
|                                  |  |      |     |   |      |   |     |  
|                                  |  | $    | 19  |   |      | $ | 20  |  
|                                  |  |      |     |   |      |   |     |  





74



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ECB BANCORP, INC. AND SUBSIDIARY



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



DECEMBER 31, 2008 and 2007



The Company expects to recognize amortization of prior service costs of $8
thousand in 2009.



Net periodic postretirement benefit cost for
2008, 2007 and 2006 includes the following components (dollars in thousands):



|                                         |  |      |    |   |      |   |    |      |  |   |   
|---------------------------------------- |  | ---- | -- | - | ---- | - | -- | ---- |  | - | --
|                                         |  | 2008 |    |   | 2007 |   |    | 2006
|Service cost                             |  | $    | 5  |   |      | $ | 5  |      |  | $ | 8 
|Interest cost                            |  |      | 42 |   |      |   | 43 |      |  |   | 44
|Amortization of prior year service cost  |  |      | (7 | ) |      |   | (8 | )    |  |   |  
|                                         |  |      |    |   |      |   |    |      |  |   |   
|Net periodic postretirement benefit cost |  | $    | 40 |   |      | $ | 40 |      |  | $ | 52
|                                         |  |      |    |   |      |   |    |      |  |   |   



The following table
presents assumptions relating to the plan at December 31, 2008 and 2007:



|                                                      |  |       |    |  |       |   
|----------------------------------------------------- |  | ----- | -- |  | ----- | --
|                                                      |  | 2008  |    |  | 2007  |   
|Discount rate in determining benefit obligation       |  | 6.3   | %  |  | 5.8   | % 
|Annual health care cost trend rate                    |  | 8.0   | %  |  | 8.0   | % 
|Ultimate medical trend rate                           |  | 8.0   | %  |  | 8.0   | % 
|Medical trend rate period (in years)                  |  | 4     |    |  | 4     |   
|Effect of 1% increase in assumed health care cost on: |  |       |    |  |       |   
|Service and interest cost                             |  | 13.1  | %  |  | 13.5  | % 
|Benefit obligation                                    |  | 12.2  | %  |  | 12.5  | % 
|Effect of 1% decrease in assumed health care cost on: |  |       |    |  |       |   
|Service and interest cost                             |  | (11.0 | )% |  | (11.3 | )%
|Benefit obligation                                    |  | (10.3 | )% |  | (10.5 | )%



(9)    STOCK
OPTION AND RESTRICTED STOCK PLANS



During 2008, the
Company adopted the 2008 Omnibus Equity Plan (the Plan) which replaced the expired 1998 Omnibus Stock Ownership and Long-Term Incentive Plan. The Plan provides for the issuance of up to an aggregate of 200,000 shares of common stock of the Company
in the form of stock options, restricted stock awards and performance share awards.



Stock based compensation is accounted for in accordance with SFAS No. 123(R). Compensation cost charged to income for the years ended December 31, 2008 and 2007 was approximately $115 thousand and $123
thousand respectively, related to stock options and $97 thousand and $82 thousand, respectively, related to restricted stock. No income tax benefit was recognized for stock based compensation, as the Company does not have any outstanding
nonqualified stock options.



Stock Options



Stock options may be issued as incentive stock options or as nonqualified
stock options. The term of the option will be established at the time is it granted but shall not exceed ten years. Vesting will also be established at the time the option is granted. The exercise price may not be less than the fair market value of
a share of common stock on the date the option is granted. It is the Companys policy to issue new shares of stock to satisfy option exercises.



Restricted Stock Awards



Restricted stock awards are subject to restrictions and the risk of forfeiture if conditions stated in the award agreement are not satisfied at the end of
a restriction period. During the restriction period, restricted stock covered by the



75



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ECB BANCORP, INC. AND SUBSIDIARY



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



DECEMBER 31, 2008 and 2007



award will be held by the Company. If the conditions stated in the award agreement are satisfied at the end of the restriction period, the restricted stock
will become unrestricted and the certificate evidencing the stock will be delivered to the employee.



A summary of the status of stock options as of December 31, 2008, 2007 and 2006, and changes during the years then ended, is presented below:



|                                       |  |        |   |      |                            |       |        |         |   |                            |   |        |  |                            |  |   |      
|-------------------------------------- |  | ------ | - | ---- | -------------------------- | ----- | ------ | ------- | - | -------------------------- | - | ------ |  | -------------------------- |  | - | -----
|                                       |  | 2008   |   | 2007 |                            | 2006 
|                                       |  | Number |   |      | WeightedAverageOptionPrice |       | Number |         |   | WeightedAverageOptionPrice |   | Number |  | WeightedAverageOptionPrice
|Options outstanding, beginning of year |  | 58,251 |   |      | $                          | 28.22 |        | 61,476  |   |                            | $ | 21.83  |  | 43,389                     |  | $ | 19.04
|Granted                                |  | 6,100  |   |      |                            | 24.50 |        | 16,525  |   |                            |   | 32.60  |  | 18,087                     |  |   | 28.52
|Exercised                              |  |       |   |      |                            |      |        | (19,750 | ) |                            |   | 11.98  |  |                           |  |   |     
|Expired                                |  | (5,124 | ) |      |                            | 28.76 |        |        |   |                            |   |       |  |                           |  |   |     
|                                       |  |        |   |      |                            |       |        |         |   |                            |   |        |  |                            |  |   |      
|Options outstanding, end of year       |  | 59,227 |   |      | $                          | 27.79 |        | 58,251  |   |                            | $ | 28.22  |  | 61,476                     |  | $ | 21.83
|                                       |  |        |   |      |                            |       |        |         |   |                            |   |        |  |                            |  |   |      



The following table
summarizes information about the stock options outstanding at December 31, 2008:



|                |  |                                   |  |                                                  |  |                                   |  |                               |       |                                                  |    
|--------------- |  | --------------------------------- |  | ------------------------------------------------ |  | --------------------------------- |  | ----------------------------- | ----- | ------------------------------------------------ | ---
|                |  | Options Outstanding               |  | Options Exercisable                             
|Exercise Price  |  | NumberOutstandingDecember 31,2008 |  | Weighted-AverageRemainingContractualLife (Years) |  | NumberOutstandingDecember 31,2008 |  | Weighted-AverageExercisePrice |       | Weighted-AverageRemainingContractualLife (Years)
|$10.00  $13.00 |  | 2,702                             |  | 1.1                                              |  | 2,702                             |  | $                             | 10.00 |                                                  | 1.1
|$13.01  $28.50 |  | 8,950                             |  | 7.4                                              |  | 2,850                             |  |                               | 13.25 |                                                  | 3.0
|$28.51  $29.00 |  | 31,050                            |  | 6.8                                              |  | 17,112                            |  |                               | 28.83 |                                                  | 5.8
|$29.01  $32.60 |  | 16,525                            |  | 8.2                                              |  | 2,954                             |  |                               | 32.60 |                                                  | 8.2
|                |  |                                   |  |                                                  |  |                                   |  |                               |       |                                                  |    
|                |  | 59,227                            |  | 7.0                                              |  | 25,618                            |  | $                             | 25.55 |                                                  | 5.3
|                |  |                                   |  |                                                  |  |                                   |  |                               |       |                                                  |    



The aggregate
intrinsic value of both options outstanding and options exercisable at December 31, 2008 was $24 thousand. The aggregate intrinsic value of both options outstanding and options exercisable at December 31, 2007 was $77 thousand. Cash
received for options exercised in 2007 was $237 thousand with an intrinsic value of $422 thousand. No options were exercised during 2008.



The weighted average fair value of each stock option grant is estimated on the date of grant using the Black-Scholes option-pricing model. The weighted
average estimated fair values of stock option grants and the assumptions that were used in calculating such fair values were based on estimates at the date of grant as follows:



|                                                               |  |      |       |   |      |   |       |      |  |   |       |  
|-------------------------------------------------------------- |  | ---- | ----- | - | ---- | - | ----- | ---- |  | - | ----- | -
|                                                               |  | 2008 |       |   | 2007 |   |       | 2006 | 
|Weighted average fair value of options granted during the year |  | $    | 5.84  |   |      | $ | 8.73  |      |  | $ | 8.75  |  
|                                                               |  |      |      
|Assumptions:                                                   |  |      |       |   |      |   |       |      |  |   |       |  
|Average risk free interest rate                                |  |      | 3.52  | % |      |   | 4.66  | %    |  |   | 4.52  | %
|Average expected volatility                                    |  |      | 24.37 | % |      |   | 24.82 | %    |  |   | 30.37 | %
|Expected dividend rate                                         |  |      | 2.40  | % |      |   | 2.40  | %    |  |   | 2.40  | %
|Expected life in years                                         |  |      | 7.00  |   |      |   | 7.00  |      |  |   | 7.01  |  



76



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ECB BANCORP, INC. AND SUBSIDIARY



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



DECEMBER 31, 2008 and 2007



A summary of activity related to non-vested restricted stock during the year
ended December 31, 2008 is presented below:



|                                 |  |                  |   |  |                                     |      
|-------------------------------- |  | ---------------- | - |  | ----------------------------------- | -----
|                                 |  | Non-vestedShares |   |  | WeightedAverageGrant DateFair Value
|Outstanding at December 31, 2007 |  | 8,713            |   |  | $                                   | 24.95
|Granted                          |  | 2,500            |   |  | $                                   | 24.50
|Forfeited                        |  |                 |   |  | $                                   | n/a  
|Vested                           |  | (6,116           | ) |  | $                                   | 23.44
|                                 |  |                  |   |  |                                     |      
|Outstanding at December 31, 2008 |  | 5,097            |   |  | $                                   | 26.54
|                                 |  |                  |   |  |                                     |      



The total fair value
of shares that contractually vested during 2008 and 2007 was $240 thousand and $245 thousand, respectively.



Anticipated total unrecognized compensation costs related to outstanding non-vested stock options and restricted stock grants will be recognized over the
following periods:



|      |  |                        |     |                       |   |       |  |   |    
|----- |  | ---------------------- | --- | --------------------- | - | ----- |  | - | ---
|      |  | StockOptions           |     | RestrictedStockGrants |   | Total
|      |  | (Dollars in thousands)
|2009  |  | $                      | 49  |                       | $ | 12    |  | $ | 61 
|2010  |  |                        | 36  |                       |   |      |  |   | 36 
|2011  |  |                        | 22  |                       |   |      |  |   | 22 
|2012  |  |                        | 9   |                       |   |      |  |   | 9  
|2013  |  |                        | 2   |                       |   |      |  |   | 2  
|      |  |                        |     |                       |   |       |  |   |    
|Total |  | $                      | 118 |                       | $ | 12    |  | $ | 130
|      |  |                        |     |                       |   |       |  |   |    



(10)    DEPOSITS



At
December 31, 2008 and 2007, certificates of deposit of $100,000 or more amounted to approximately $224.2 million and $162.3 million, respectively.



Time deposit accounts as of December 31, 2008, mature in the following years and amounts: 2009$385.9 million; 2010$32.2 million;
2011$3.5 million; and 2012$1.5 million.



For the
years ended December 31, 2008, 2007 and 2006, interest expense on certificates of deposit of $100,000 or more amounted to approximately $8.7 million, $7.9 million and $6.3 million, respectively.



77



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ECB BANCORP, INC. AND SUBSIDIARY



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



DECEMBER 31, 2008 and 2007



(11)    LEASES



The Company has noncancellable operating leases for three branch locations.
These leases generally contain renewal options for periods ranging from three to twenty years and require the Company to pay all executory costs such as maintenance and insurance. Rental expense for operating leases during 2008, 2007 and 2006 was
$521 thousand, $590 thousand and $558 thousand, respectively.



Future minimum lease payments under noncancellable operating leases as of December 31, 2008 are as follows (dollars in thousands):



|                             |  |   |      
|---------------------------- |  | - | -----
|Year ending December 31,    
|2009                         |  | $ | 264  
|2010                         |  |   | 211  
|2011                         |  |   | 182  
|2012                         |  |   | 177  
|2013                         |  |   | 179  
|Thereafter                   |  |   | 1,108
|                             |  |   |      
|Total minimum lease payments |  | $ | 2,121
|                             |  |   |      



(12)    RESERVE
REQUIREMENTS



The aggregate net reserve balances
maintained under the requirements of the Federal Reserve were approximately $378 thousand at December 31, 2008.



(13)    COMMITMENTS AND CONTINGENCIES



The Company has various financial instruments (outstanding commitments) with off-balance sheet risk that are issued in the normal course of business to
meet the financing needs of its customers. These financial instruments included commitments to extend credit of $89.5 million, standby letters of credit of $1.1 million and $233 thousand of unfunded commitments, included in other liabilities, with
two Small Business Administration backed venture and debt investment groups (SBICs) at December 31, 2008.



The Companys exposure to credit loss for commitments to extend credit and standby letters of credit is the contractual amount of those financial
instruments. The Company uses the same credit policies for making commitments and issuing standby letters of credit as it does for on-balance sheet financial instruments. Each customers creditworthiness is evaluated on an individual
case-by-case basis. The amount and type of collateral, if deemed necessary by management, is based upon this evaluation of creditworthiness. Collateral obtained varies, but may include marketable securities, deposits, property, plant and equipment,
investment assets, real estate, inventories and accounts receivable. Management does not anticipate any significant losses as a result of these financial instruments and anticipates funding them from normal operations.



The Company is not involved in any legal proceedings which, in
managements opinion, could have a material effect on the consolidated financial position or results of operations of the Company.



(14)    FAIR VALUE OF FINANCIAL INSTRUMENTS



Fair value estimates are made by management at a specific point in time, based on relevant information about the financial instrument and the market.
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 nor are potential taxes and other expenses that would be incurred in
an actual sale considered. Fair value estimates are based on judgments regarding



78



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ECB BANCORP, INC. AND SUBSIDIARY



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



DECEMBER 31, 2008 and 2007



future expected loss experience, current economic conditions, risk characteristics of various financial instruments, and other factors. Beginning with the
year ended December 31, 2008, fair value estimates are determined in accordance with SFAS 157. These estimates are subjective in nature and involve uncertainties and matters of significant judgment and therefore cannot be determined with
precision. Changes in assumptions and/or the methodology used could significantly affect the estimates disclosed. Similarly, the fair values disclosed could vary significantly from amounts realized in actual transactions.



The following table presents the carrying values and estimated fair values of
the Companys financial instruments at December 31, 2008 and 2007 (dollars in thousands):



|                            |  |               |         |                     |   |               |  |                     |         |  |   |        
|--------------------------- |  | ------------- | ------- | ------------------- | - | ------------- |  | ------------------- | ------- |  | - | -------
|                            |  | 2008          |         | 2007               
|                            |  | CarryingValue |         | Estimated FairValue |   | CarryingValue |  | Estimated FairValue
|Financial assets:           |  |               |         |                     |   |               |  |                     |         |  |   |        
|Cash and cash equivalents   |  | $             | 16,799  |                     | $ | 16,799        |  | $                   | 22,003  |  | $ | 22,003 
|Investment securities       |  |               | 239,709 |                     |   | 239,709       |  |                     | 125,888 |  |   | 125,888
|FHLB stock                  |  |               | 3,859   |                     |   | 3,859         |  |                     | 2,382   |  |   | 2,382  
|Accrued interest receivable |  |               | 4,663   |                     |   | 4,663         |  |                     | 4,456   |  |   | 4,456  
|Net loans                   |  |               | 532,905 |                     |   | 531,166       |  |                     | 450,115 |  |   | 444,409
|Financial liabilities:      |  |               |         |                     |   |               |  |                     |         |  |   |        
|Deposits                    |  | $             | 629,152 |                     | $ | 632,152       |  | $                   | 526,361 |  | $ | 527,982
|Short-term borrowings       |  |               | 57,716  |                     |   | 57,716        |  |                     | 43,174  |  |   | 43,174 
|Accrued interest payable    |  |               | 2,889   |                     |   | 2,889         |  |                     | 2,525   |  |   | 2,525  
|Long-term obligations       |  |               | 26,000  |                     |   | 26,254        |  |                     |        |  |   |       



The estimated fair
values of net loans, deposits and long-term obligations at December 31 are based on estimated cash flows discounted at market interest rates. The carrying values of other financial instruments, including various receivables and payables,
approximate fair value. Refer to note 1(E) for investment securities fair value information. The fair value of off-balance sheet financial instruments is considered immaterial. As discussed in note 13, these off-balance sheet financial instruments
are commitments to extend credit and are either short-term in nature or subject to immediate repricing.



Fair Value Hierarchy



Under SFAS 157, 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 flow models and similar
techniques.



The Company adopted
SFAS 157 on January 1, 2008 and had no material impact on the Companys financial statements. The Company utilizes fair value measurements to record fair value adjustments to certain assets and liabilities and to determine fair value
disclosures. Securities available-for-sale are recorded at fair value on a recurring basis.



79



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ECB BANCORP, INC. AND SUBSIDIARY



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



DECEMBER 31, 2008 and 2007



Additionally, from time to time, the Company may be required to record at fair value other assets on a nonrecurring basis, such as loans held for sale, loans
held for investment and certain other assets. These nonrecurring fair value adjustments typically involve application of lower of cost or market accounting or write-downs of individual assets.



There were no changes to the techniques used to measure fair value during the
period.



Following is a description of valuation methodologies
used for assets and liabilities recorded at fair value.



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 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 mortgage-backed securities issued by government
sponsored entities, municipal bonds and corporate debt securities. Securities classified as Level 3 include asset-backed securities in less liquid markets.



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. Once a loan is identified as individually impaired,
management measures impairment in accordance with SFAS 114, Accounting by Creditors for Impairment of a Loan,(SFAS 114). The fair value of impaired loans is estimated using one of several methods, including collateral value,
market price 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 December 31, 2008,
substantially all of the total impaired loans were evaluated based on the fair value of the collateral. In accordance with SFAS 157, 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.



Assets and liabilities recorded at fair value on a recurring basis



|                                                                      |  |       |         |         |   |         |  |         |         |  |   |       
|--------------------------------------------------------------------- |  | ----- | ------- | ------- | - | ------- |  | ------- | ------- |  | - | ------
|December 31, 2008 (Dollars in thousands)                              |  | Total |         | Level 1 |   | Level 2 |  | Level 3
|Investment securities available-for-sale                              |  | $     | 239,709 |         | $ | 64,521  |  | $       | 164,116 |  | $ | 11,072
|Total assets at fair value                                            |  | $     | 239,709 |         | $ | 64,521  |  | $       | 164,116 |  | $ | 11,072
|                                                                      |  |       |         |        
|Total liabilities at fair value                                       |  | $     |        |         | $ |        |  | $       |        |  | $ |      
|Assets and liabilities recorded at fair value on a
nonrecurring basis
|December 31, 2008 (Dollars in thousands)                              |  | Total |         | Level 1 |   | Level 2 |  | Level 3
|Impaired loans in accordance with SFAS 114                            |  | $     | 12,271  |         | $ |        |  | $       | 10,247  |  | $ | 2,024 
|Total assets at fair value                                            |  | $     | 12,271  |         | $ |        |  | $       | 10,247  |  | $ | 2,024 
|                                                                      |  |       |         |        
|Total liabilities at fair value                                       |  | $     |        |         | $ |        |  | $       |        |  | $ |      



80



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ECB BANCORP, INC. AND SUBSIDIARY



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



DECEMBER 31, 2008 and 2007



The table below presents a reconciliation for all assets and liabilities
measured at fair value on a recurring basis using significant unobservable inputs (level 3) during 2008. Level 3 AFS securities were carried at fair value prior to the adoption of SFAS 159.



Total Fair Value Measurements



|                                             |  |                                      |       
|-------------------------------------------- |  | ------------------------------------ | ------
|(Dollars in thousands)                       |  | Available-forSale DebtSecurities (1)
|Balance, January 1, 2008                     |  | $                                    |      
|Total gains or losses (realized/unrealized): |  |                                      |      
|Included in earnings                         |  |                                      |      
|Included in other comprehensive income       |  |                                      | 65    
|Purchases, issuances, and settlements        |  |                                      | 11,007
|Transfers in to/out of Level 3               |  |                                      |      
|Balance, December 31, 2008                   |  | $                                    | 11,072

---

|(1) |  | Amounts represented items which were carried at fair value prior to the adoption of SFAS 159.
|--- |  | ---------------------------------------------------------------------------------------------



(15)    REGULATORY MATTERS



The Company (on a consolidated basis) and the Bank are subject to various regulatory capital requirements administered by
the federal banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory and possibly additional discretionary actions by regulators that, if undertaken, could have a direct material effect on the Companys and
the Banks financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Company and the Bank must meet specific capital guidelines that involve quantitative measures of their assets,
liabilities, and certain off-balance sheet items as calculated under regulatory accounting practices. The capital amounts and classifications are also subject to qualitative judgments by the regulators about components, risk weightings, and other
factors. Prompt corrective action provisions are not applicable to bank holding companies.



Quantitative measures established by regulation to ensure capital adequacy require the Company and the Bank to maintain minimum amounts and ratios (set forth in the table below) of total and Tier I capital (as defined
in the regulations) to risk-weighted assets (as defined), and of Tier I capital to average assets (as defined). Management believes, as of December 31, 2008, that the Bank and the Company meet all capital adequacy requirements to which they are
subject.



Based on the most recent notification from the FDIC,
the Bank is well-capitalized under the regulatory framework for prompt corrective action. To be categorized as well-capitalized, the Bank must maintain minimum total risk-based, Tier I risk-based, and Tier I leverage ratios as set forth in the table
below. There are no conditions or events since that notification that management believes have changed the Banks category.



81



---

ECB BANCORP, INC. AND SUBSIDIARY



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



DECEMBER 31, 2008 and 2007



The Banks actual capital amounts, in thousands, and ratios are
presented in the following table:



|                                                                                      |  |        |        |       |                             |   |       |                                                              |   |       |          |  
|------------------------------------------------------------------------------------- |  | ------ | ------ | ----- | --------------------------- | - | ----- | ------------------------------------------------------------ | - | ----- | -------- | -
|                                                                                      |  | Actual |        |       | For CapitalAdequacyPurposes |   |       | To be WellCapitalizedUnder PromptCorrective ActionProvisions |  
|                                                                                      |  | Amount |        | Ratio |                             |   | Ratio |                                                              |   | Ratio |         
|As of December 31, 2008:                                                              |  |        |        |       |                             |   |       |                                                              |   |       |          |  
|Total Capital (to Risk Weighted Assets)                                               |  | $      | 72,300 |       | 11.80                       | % |       | 3 8.00                                                       | % |       | 3 10.00  | %
|Tier 1 Capital (to Risk Weighted Assets)                                              |  |        | 66,369 |       | 10.83                       |   |       | 3 4.00                                                       |   |       | 3   6.00 |  
|Tier 1 Capital (to Average Assets)                                                    |  |        | 66,369 |       | 8.65                        |   |       | 3 4.00                                                       |   |       | 3   5.00 |  
|                                                                                      |  |        |        |      
|As of December 31, 2007:                                                              |  |        |        |       |                             |   |       |                                                              |   |       |          |  
|Total Capital (to Risk Weighted Assets)                                               |  |        | 60,705 |       | 11.69                       | % |       | 3 8.00                                                       |   |       | 3 10.00  |  
|Tier 1 Capital (to Risk Weighted Assets)                                              |  |        | 56,622 |       | 10.90                       |   |       | 3 4.00                                                       |   |       | 3   6.00 |  
|Tier 1 Capital (to Average Assets)                                                    |  |        | 56,622 |       | 8.98                        |   |       | 3 4.00                                                       |   |       | 3   5.00 |  
|The following table lists
Bancorps actual capital amounts, in thousands, and ratios: | 
|                                                                                      |  | Actual |        |       | ForCapitalAdequacyPurposes  |   |       | To be WellCapitalizedUnder PromptCorrective ActionProvisions |  
|                                                                                      |  | Amount |        | Ratio |                             |   | Ratio |                                                              |   | Ratio |         
|As of December 31, 2008:                                                              |  |        |        |       |                             |   |       |                                                              |   |       |          |  
|Total Capital (to Risk Weighted Assets)                                               |  | $      | 72,300 |       | 11.80                       | % |       | 3 8.00                                                       | % |       | 3 10.00  | %
|Tier 1 Capital (to Risk Weighted Assets)                                              |  |        | 66,369 |       | 10.83                       |   |       | 3 4.00                                                       |   |       | 3   6.00 |  
|Tier 1 Capital (to Average Assets)                                                    |  |        | 66,369 |       | 8.65                        |   |       | 3 3.00                                                       |   |       | 3   5.00 |  
|                                                                                      |  |        |        |      
|As of December 31, 2007:                                                              |  |        |        |       |                             |   |       |                                                              |   |       |          |  
|Total Capital (to Risk Weighted Assets)                                               |  |        | 71,285 |       | 13.72                       | % |       | 3 8.00                                                       |   |       | 3 10.00  |  
|Tier 1 Capital (to Risk Weighted Assets)                                              |  |        | 67,202 |       | 12.94                       |   |       | 3 4.00                                                       |   |       | 3   6.00 |  
|Tier 1 Capital (to Average Assets)                                                    |  |        | 67,202 |       | 10.66                       |   |       | 3 3.00                                                       |   |       | 3   5.00 |  



Dividends



The Companys dividend payments are typically made from dividends
received from the Bank. The Bank, as a North Carolina banking corporation, may pay dividends only out of undivided profits (retained earnings) as determined pursuant to North Carolina General Statutes Section 53-87. However, regulatory
authorities may limit payment of dividends by any bank when it is determined that such a limitation is in the public interest and is necessary to ensure financial soundness of the Bank.



(16)    ECB BANCORP, INC. (PARENT COMPANY)



ECB Bancorp, Inc.s principal asset is its investment in the Bank, and its principal source of income is dividends from
the Bank. The Parent Company condensed balance sheets as of December 31, 2008 and 2007, and the related condensed statements of income and cash flows for the years ended December 31, 2008, 2007 and 2006 are as follows:



82



---

ECB BANCORP, INC. AND SUBSIDIARY



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



DECEMBER 31, 2008 and 2007



CONDENSED BALANCE SHEETS (dollars in thousands)



|                                           |  |      |        |      |   |       
|------------------------------------------ |  | ---- | ------ | ---- | - | ------
|                                           |  | 2008 |        | 2007
|Assets                                     |  |      |        |      |   |       
|Cash                                       |  | $    |       |      | $ | 10,580
|Receivable from subsidiary                 |  |      | 519    |      |   | 511   
|Investment in subsidiary                   |  |      | 67,943 |      |   | 56,261
|                                           |  |      |        |      |   |       
|Total assets                               |  | $    | 68,462 |      | $ | 67,352
|                                           |  |      |        |      |   |       
|                                           |  |     
|Liabilities and Shareholders Equity       |  |      |        |      |   |       
|Dividends payable                          |  | $    | 519    |      | $ | 511   
|                                           |  |      |        |      |   |       
|Total liabilities                          |  |      | 519    |      |   | 511   
|                                           |  |      |        |      |   |       
|Total stockholders equity                 |  |      | 67,943 |      |   | 66,841
|                                           |  |      |        |      |   |       
|Total liabilities and stockholders equity |  | $    | 68,462 |      | $ | 67,352
|                                           |  |      |        |      |   |       



CONDENSED STATEMENTS OF INCOME
(dollars in thousands)



|                                                      |  |      |       |   |      |   |       |      |  |   |       |  
|----------------------------------------------------- |  | ---- | ----- | - | ---- | - | ----- | ---- |  | - | ----- | -
|                                                      |  | 2008 |       |   | 2007 |   |       | 2006 | 
|Dividends from bank subsidiary                        |  | $    | 3,864 |   |      | $ | 2,077 |      |  | $ | 1,973 |  
|Interest                                              |  |      |      |   |      |   | 508   |      |  |   | 482   |  
|Equity in undistributed income (losses) of subsidiary |  |      | (445  | ) |      |   | 2,332 |      |  |   | 3,288 |  
|Amortization expense                                  |  |      |      |   |      |   | (105  | )    |  |   | (161  | )
|                                                      |  |      |       |   |      |   |       |      |  |   |       |  
|Net income                                            |  | $    | 3,419 |   |      | $ | 4,812 |      |  | $ | 5,582 |  
|                                                      |  |      |       |   |      |   |       |      |  |   |       |  



CONDENSED STATEMENTS OF CASH FLOWS
(dollars in thousands)



|                                                 |  |      |         |   |      |   |         |      |  |   |        |  
|------------------------------------------------ |  | ---- | ------- | - | ---- | - | ------- | ---- |  | - | ------ | -
|                                                 |  | 2008 |         |   | 2007 |   |         | 2006 | 
|OPERATING ACTIVITIES:                            |  |      |         |   |      |   |         |      |  |   |        |  
|Net income                                       |  | $    | 3,419   |   |      | $ | 4,812   |      |  | $ | 5,582  |  
|Undistributed (income) losses of subsidiary      |  |      | 445     |   |      |   | (2,332  | )    |  |   | (3,288 | )
|Net change in other assets & other liabilities   |  |      | (8      | ) |      |   | 569     |      |  |   | (487   | )
|Stock based compensation                         |  |      | 212     |   |      |   | 205     |      |  |   | 242    |  
|                                                 |  |      |         |   |      |   |         |      |  |   |        |  
|Net cash provided by operating activities        |  |      | 4,068   |   |      |   | 3,254   |      |  |   | 2,049  |  
|                                                 |  |      |         |   |      |   |         |      |  |   |        |  
|INVESTING ACTIVITIES:                            |  |      |         |   |      |   |         |      |  |   |        |  
|Payment for investments in subsidiary            |  |      | (10,793 | ) |      |   | (205    | )    |  |   | (5,153 | )
|                                                 |  |      |         |   |      |   |         |      |  |   |        |  
|Net cash used by investing activities            |  |      | (10,793 | ) |      |   | (205    | )    |  |   | (5,153 | )
|                                                 |  |      |         |   |      |   |         |      |  |   |        |  
|FINANCING ACTIVITIES:                            |  |      |         |   |      |   |         |      |  |   |        |  
|Repurchase of common stock                       |  |      | (1,759  | ) |      |   | (31     | )    |  |   |       |  
|Proceeds from issuance of common stock           |  |      |        |   |      |   | 237     |      |  |   | 24,264 |  
|Repayment of debt                                |  |      |        |   |      |   | (10,000 | )    |  |   |       |  
|Cash dividends paid                              |  |      | (2,096  | ) |      |   | (2,028  | )    |  |   | (1,807 | )
|                                                 |  |      |         |   |      |   |         |      |  |   |        |  
|Net cash provided (used) in financing activities |  |      | (3,855  | ) |      |   | (11,822 | )    |  |   | 22,457 |  
|                                                 |  |      |         |   |      |   |         |      |  |   |        |  
|Net change in cash                               |  | $    | (10,580 | ) |      | $ | (8,773  | )    |  | $ | 19,353 |  
|                                                 |  |      |         |   |      |   |         |      |  |   |        |  



83



---

ECB BANCORP, INC. AND SUBSIDIARY



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



DECEMBER 31, 2008 and 2007



(17)    RELATED PARTY TRANSACTIONS



Bancorp and the Bank have had, and expect to have in the future, banking
transactions in the ordinary course of business with directors, officers and their associates (Related Parties) on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable
transactions with others. Those transactions neither involve more than normal risk of collectability nor present any unfavorable features.



Loans at December 31, 2008 and 2007 include loans to officers and directors and their associates totaling approximately $2.8 million and $2.9
million, respectively. During 2008, $1.1 million in loans were disbursed to officers, directors and their associates and principal repayments of $1.2 million were received on such loans.



(18)    SUBSEQUENT EVENTS



On January 16, 2009, the Company entered into an agreement with the United States Department of the Treasury
(Treasury). The Company issued and sold to the Treasury 17,949 shares of the Companys fixed rate cumulative preferred stock, series A. The preferred stock calls for cumulative dividends at a rate of 5% per year for the first five
years, and at a rate of 9% per year in following years. The Company also issued warrants to purchase 144,984 shares of the Companys common stock. The Company received $17,949,000 in cash. This transaction restricts the Companys ability
to pay dividends on common stock and to repurchase shares of common stock. Unless all accrued dividends on the Series A Preferred Stock have been paid in full, (1) no dividends may be declared or paid on our common stock, and (2) the
Company may not repurchase any of our outstanding common stock. Additionally, until January 16, 2012, the Company is required to obtain the consent of the U.S. Treasury in order to declare or pay any dividend or make any distribution on common
stock other than regular quarterly cash dividends of not more than $0.1825 per share or, subject to certain exceptions, repurchase shares of common stock unless the Company has redeemed all of the Series A Preferred Stock or the U.S. Treasury has
transferred all of those shares to third parties.



On
February 27, 2009, the Board of Directors of the Federal Deposit Insurance Corporation (FDIC) voted to amend the restoration plan for the Deposit Insurance Fund. The Board took action by imposing a special assessment on insured institutions of
20 basis points, implementing changes to the risk-based assessment system, and increased regular premium rates for 2009, which banks must pay on top of the special assessment. The 20 basis point special assessment on the industry will be as of
June 30, 2009 payable on September 30, 2009. As a result of the special assessment and increased regular assessments, the Company projects it will experience an increase in FDIC assessment expense by approximately $2.1 million from 2008 to
2009. The 20 basis point special assessment represents $1.5 million of this increase.



On March 5, 2009, the FDIC Chairman announced that the FDIC intends to lower the special assessment from 20 basis points to 10 basis points. The approval of the cutback is contingent on whether Congress clears
legislation that would expand the FDICs line of credit with the Treasury to $100 billion. Legislation to increase the FDICs borrowing authority on a permanent basis is also expected to advance to Congress, which should aid in reducing
the burden on the industry. The assessment rates, including the special assessment, are subject to change at the discretion of the Board of Directors of the FDIC.



At January 31, 2009 the recorded investment in loans that are considered to be impaired under SFAS No. 114 was
$26.4 million compared to $16.5 million at December 31, 2008. The $9.9 million increase is primarily due to adding loan amounts within an additional risk grade to the SFAS No. 114 classifications in January 2009.



84



---

Item 9.    Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure

---



Not applicable.



Item 9A.    Controls and Procedures

---



Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the design and
operation of our disclosure controls and procedures in accordance with Rule 13a-15 of the Securities Exchange Act of 1934 (the Exchange Act). Based on their evaluation, our Chief Executive Officer and Chief Financial Officer concluded
that, as of the end of the period covered by this report, our disclosure controls and procedures were effective to provide reasonable assurance that we are able to record, process, summarize and report in a timely manner the information required to
be disclosed in reports we file under the Exchange Act.



In
connection with the above evaluation of our disclosure controls and procedures no change in our internal control over financial reporting was identified that occurred during our fourth quarter of 2008 that has materially affected, or is reasonably
likely to materially affect, our internal control over financial reporting.



85



---

MANAGEMENTS ANNUAL REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING



The management of ECB Bancorp, Inc. (ECB) is responsible for establishing and
maintaining adequate internal control over financial reporting. ECBs internal control system was designed to provide reasonable assurance to the Companys management and board of directors regarding the preparation and fair presentation
of published financial statements.



All internal control
systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.



ECBs management assessed the effectiveness of the Companys
internal control over financial reporting as of December 31, 2008. In making this assessment, it used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal ControlIntegrated
Framework. Based on that assessment, we believe that, as of December 31, 2008, the Companys internal control over financial reporting is effective based on those criteria.



ECBs independent auditors have issued an audit report on the Companys internal control over financial reporting.
This report appears on the following page.



|                            |  |  |  |                        
|--------------------------- |  |  |  | -----------------------
|/S/    ARTHUR H. KEENEY
III |  |  |  | /S/    GARY M.
ADAMS   
|Arthur H. Keeney III        |  |  |  | Gary M. Adams          
|Chief Executive Officer     |  |  |  | Chief Financial Officer



86



---

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM



To the Board of Directors and Stockholders

ECB Bancorp, Inc. and Subsidiary



We have audited ECB Bancorp, Inc. and Subsidiarys (the Company) internal control over financial reporting as of December 31, 2008,
based on criteria established in Internal ControlIntegrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. The Companys management is responsible for maintaining effective internal
control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Managements Annual Report on Internal Control Over Financial Reporting. Our responsibility
is to express an opinion on the Companys internal control over financial reporting based on our audit.



We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we
plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial
reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we
considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.



A companys internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A companys internal control over financial reporting includes those policies and procedures that
(1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as
necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors
of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the companys assets that could have a material effect on the financial statements.



Because of its inherent limitations, internal control over
financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of
compliance with the policies or procedures may deteriorate.



In
our opinion, ECB Bancorp, Inc. and Subsidiary maintained, in all material respects, effective internal control over financial reporting as of December 31, 2008, based on criteria established in Internal ControlIntegrated Framework
issued by the Committee of Sponsoring Organizations of the Treadway Commission.



We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated financial statements of ECB Bancorp, Inc. and Subsidiary as of and for the year
ended December 31, 2008, and our report dated March 11, 2009, expressed an unqualified opinion on those consolidated financial statements.



|                          
|--------------------------
|/s/ Dixon Hughes PLLC     
|                          
|Greenville, North Carolina
|March 11, 2009            



87



---

Item 9B.    Other Information

---



None.



PART III



Item 10.    Directors, Executive Officers and Corporate Governance

---



Directors and Executive
Officers.    Information regarding our directors and executive officers is incorporated by reference from the information under the headings Proposal 1: Election of Directors and Executive
Officers in our definitive Proxy Statement to be filed with the Securities and Exchange Commission in connection with our 2009 Annual Meeting.



Audit Committee.    Information regarding our Audit Committee is incorporated by reference from the information under the
captions Committees of Our BoardGeneral and Audit Committee in our definitive Proxy Statement to be filed with the Securities and Exchange Commission in connection with our 2009 Annual Meeting.



Audit Committee Financial Expert.    Rules of
the Securities and Exchange Commission (the SEC) require that we disclose whether our Board of Directors has determined that our Audit Committee includes a member who qualifies as an audit committee financial expert as that
term is defined in the SECs rules. To qualify as an audit committee financial expert under the SECs rules, a person must have a relatively high level of accounting and financial knowledge or expertise which he or she has acquired through
specialized education or training or through experience in certain types of positions.



We currently do not have an independent director who our Board believes can be considered an audit committee financial expert and, for that reason, there is no such person who the Board can appoint to our Audit
Committee. In the future, financial expertise and experience will be one of many factors that our Board considers in selecting candidates to become directors. However, we are not required by any law or regulation to have an audit committee financial
expert on our Board or Audit Committee, and we believe that small companies such as ours will find it difficult to locate persons with the specialized knowledge and experience needed to qualify as audit committee financial experts who are willing to
serve as directors without being compensated at levels higher than we currently pay our directors. Our current Audit Committee members have a level of financial knowledge and experience that we believe is sufficient for banks our size that, like us,
do not engage in a wide variety of business activities, and, for that reason, the ability to qualify as an audit committee financial expert will not be the primary criteria in our Boards selection of candidates to become new directors.



Section 16(a) Beneficial Ownership Reporting
Compliance.    Information regarding compliance by our directors, executive officers and principal shareholders with the reporting requirements of Section 16(a) of the Securities Exchange Act of 1934 is incorporated by
reference from the information under the caption Beneficial Ownership of Our Common StockSection 16(a) Beneficial Ownership Reporting Compliancein our definitive Proxy Statement to be filed with the Securities and Exchange
Commission in connection with our 2009 Annual Meeting.



Code of Ethics.    Information regarding our Code of Ethics that applies to our directors and to all our executive officers, including without limitation our principal executive officer and principal financial
officer, is incorporated by reference from the information under the caption Corporate GovernanceCode of Ethicsin our definitive Proxy Statement to be filed with the Securities and Exchange Commission in connection with our
2009 Annual Meeting.



Item 11.    Executive Compensation

---



Information regarding compensation paid to our executive officers and directors is incorporated by reference from the information under the headings
Executive Compensationand Director Compensation in our definitive Proxy Statement to be filed with the Securities and Exchange Commission in connection with our 2009 Annual Meeting.



88



---

Item 12.    Security Ownership of Certain Beneficial Owners and Management and
Related Stockholder Matters

---



Beneficial Ownership of Securities.    Information regarding the beneficial ownership of our common stock by our directors, executive officers and principal shareholders is incorporated by
reference from the information under the heading Beneficial Ownership of Our Common Stock in our definitive Proxy Statement to be filed with the Securities and Exchange Commission in connection with our 2009 Annual Meeting.



Securities Authorized for Issuance Under Equity
Compensation Plans.    The following table summarizes all compensation arrangements which were in effect on December 31, 2008, and under which shares of our common stock have been authorized for issuance.



|                                                               |  |                                                                    |     |  |                                                         |       |                                                                                                                                     |         |    
|-------------------------------------------------------------- |  | ------------------------------------------------------------------ | --- |  | ------------------------------------------------------- | ----- | ----------------------------------------------------------------------------------------------------------------------------------- | ------- | ---
|                                                               |  | EQUITY COMPENSATION PLAN INFORMATION(1)                            |    
|Plan category                                                  |  | (a)Number of Shares tobe Issued UponExercise ofOutstanding Options |     |  | (b)Weighted-averageExercise Price
ofOutstanding Options |       | (c)Number of Shares RemainingAvailable for Future Issuance UnderEquity Compensation Plans (ExcludingShares Reflected In Column (a)) |        
|Equity compensation plans approved by our security holders     |  | 59,227                                                             | (1) |  | $                                                       | 27.79 |                                                                                                                                     | 191,400 | (2)
|Equity compensation plans not approved by our security holders |  | -0-                                                                |     |  |                                                         | N/A   |                                                                                                                                     | -0-     |    
|Total                                                          |  | 59,227                                                             |     |  | $                                                       | 27.79 |                                                                                                                                     | 191,400 |    

---

|(1) |  | Reflects the number of shares that are subject to outstanding, unexercised options previously granted under both our Omnibus Stock Ownership and Long-Term Incentive Plan (which
expired during January 2008), and our 2008 Omnibus Equity Plan (which was approved by our shareholders at our 2008 Annual Meeting).
|--- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) |  | Reflects the number of shares that remained available for future issuance under the 2008 Omnibus Equity Plan on December 31, 2008. The Omnibus Stock Ownership and Long-Term
Incentive Plan expired by its terms during January 2008 and no further awards may be granted under it.
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Item 13.    Certain Relationships and Related Transactions, and Director Independence

---



Related Person Transactions.    Information
regarding transactions between us and our directors, executive officers and other related persons, and our policies and procedures for reviewing and approving related person transactions, is incorporated by reference from the information under the
caption Transactions with Related Persons in our definitive Proxy Statement to be filed with the Securities and Exchange Commission in connection with our 2009 Annual Meeting.



Director Independence.    Information regarding
our independent directors is incorporated by reference from the information under the caption Corporate GovernanceDirector Independence in our definitive Proxy Statement to be filed with the Securities and Exchange
Commission in connection with our 2009 Annual Meeting.



Item 14.    Principal Accounting Fees and Services

---



Information regarding services provided to us by our independent accountants is incorporated by reference from the information under the caption
Services and Fees During 2008 and 2007 in our definitive Proxy Statement to be filed with the Securities and Exchange Commission in connection with our 2009 Annual Meeting.



PART IV



Item 15.    Exhibits and Financial Statement Schedules

---



(a) Financial
Statements.    The following financial statements are included in Item 8 of this Report:



Report of Dixon Hughes PLLC



Consolidated Balance Sheets as of December 31, 2008 and 2007



Consolidated Statements of Income for the years ended December 31, 2008, 2007 and 2006



89



---

Consolidated Statements of Shareholders Equity for the years ended
December 31, 2008, 2007 and 2006



Consolidated Statements of Cash Flows for the years ended December 31, 2008, 2007 and 2006



Notes to Consolidated Financial StatementsDecember 31, 2008 and 2007



(b) Exhibits.    An Exhibit Index listing exhibits that are being filed or furnished with, or
incorporated by reference into, this Report appears immediately following the signature page and is incorporated herein by reference.



(c) Financial Statement Schedules.    No separate financial statement schedules are being filed as all required schedules
either are not applicable or are contained in the financial statements listed above or in Item 7 of this Report.



90



---

SIGNATURES



Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has caused this Report to be signed on
its behalf by the undersigned, thereunto duly authorized.



|                     |  |                   |  |                                      
|-------------------- |  | ----------------- |  | -------------------------------------
|Date: March 16, 2009 |  | ECB BANCORP, INC.
|                     |  |                  
|                     |  | By:               |  | /S/    ARTHUR H. KEENEY
III          
|                     |  |                   |  | Arthur H. Keeney III                 
|                     |  |                   |  | President and Chief Executive Officer



Pursuant to the
requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.



|                                                    |  |                                                                                                |  |               
|--------------------------------------------------- |  | ---------------------------------------------------------------------------------------------- |  | --------------
|Signature                                           |  | Title                                                                                          |  | Date          
|                                                    |  |                                                                                               
|/S/    ARTHUR H. KEENEY
IIIArthur H. Keeney III     |  | President and Chief Executive Officer (principal executive officer)                            |  | March 16, 2009
|                                                    |  |                                                                                               
|/S/    GARY M. ADAMSGary M. Adams                   |  | Senior Vice President and Chief Financial Officer (principle financial and accounting officer) |  | March 16, 2009
|                                                    |  |                                                                                               
|/S/    GEORGE T.
DAVISGeorge T. Davis,
Jr.          |  | Vice Chairman                                                                                  |  | March 16, 2009
|                                                    |  |                                                                                               
|/S/    GREGORY C.
GIBBSGregory C.
Gibbs             |  | Director                                                                                       |  | March 16, 2009
|                                                    |  |                                                                                               
|/S/    JOHN F. HUGHES,
JR.John F. Hughes,
Jr.       |  | Director                                                                                       |  | March 16, 2009
|                                                    |  |                                                                                               
|/S/    J. BRYANT KITTRELL
IIIJ. Bryant Kittrell III |  | Director                                                                                       |  | March 16, 2009
|                                                    |  |                                                                                               
|/S/    JOSEPH T. LAMB,
JR.Joseph T. Lamb,
Jr.       |  | Director                                                                                       |  | March 16, 2009
|                                                    |  |                                                                                               
|/S/    B. MARTELLE
MARSHALLB. Martelle
Marshall     |  | Director                                                                                       |  | March 16, 2009
|                                                    |  |                                                                                               
|/S/    R. S. SPENCER,
JR.R. S. Spencer,
Jr.         |  | Chairman                                                                                       |  | March 16, 2009
|                                                    |  |                                                                                               
|/S/    MICHAEL D.
WEEKSMichael D.
Weeks             |  | Director                                                                                       |  | March 16, 2009



91



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EXHIBIT INDEX



|            |  |                                                                                                                                                                                                                             
|----------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit No. |  | Description of Exhibit                                                                                                                                                                                                      
|3.01        |  | Registrants Articles of Incorporation, as amended (incorporated by reference from Exhibits to Registrants Current Report on Form 8-K dated January 15, 2009)                                                              
|            | 
|3.02        |  | Registrants Bylaws (incorporated by reference from Exhibits to Registration Statement on Form SB-2, Reg. No. 333-61839)                                                                                                    
|            | 
|4.01        |  | Specimen common stock certificate (incorporated by reference from Exhibits to Registration Statement on Form S-1, Reg. No. 333-128843)                                                                                      
|            | 
|4.02        |  | Specimen Series A Preferred Stock certificate (incorporated by reference from Exhibits to Registrants Current Report on Form 8-K dated January 15, 2009)                                                                   
|            | 
|4.03        |  | Warrant dated January 16, 2009, for the purchase of shares of Common Stock (incorporated by reference from Exhibits to Registrants Current Report on Form 8-K dated January 15, 2009)                                      
|            | 
|10.01       |  | Letter Agreement dated January 16, 2009, between the Registrant and the United States Department of the Treasury (incorporated by reference from Exhibits to Registrants Current Report
on Form 8-K dated January 15, 2009)
|            | 
|10.02       |  | Amended and Restated Employment Agreement between Arthur H. Keeney III and the Bank (incorporated by reference from Exhibits to Registrants Current Report on Form 8-K dated December 23,
2008)                            
|            | 
|10.03       |  | Capital Purchase Program Compliance Agreement between Arthur H. Keeney III and the Bank (incorporated by reference from Exhibits to Registrants Current Report on Form 8-K dated January
15, 2009)                         
|            | 
|10.04       |  | Amended and Restated Agreement between J. Dorson White, Jr. and the Bank (incorporated by reference from Exhibits to Registrants Current Report on Form 8-K dated December 23,
2008)                                       
|            | 
|10.05       |  | Capital Purchase Program Compliance Agreement between J. Dorson White, Jr. and the Bank (incorporated by reference from Exhibits to Registrants Current Report on Form 8-K dated January
15, 2009)                         
|            | 
|10.06       |  | Amended and Restated Agreement between T. Olin Davis and the Bank (incorporated by reference from Exhibits to Registrants Current Report on Form 8-K dated December 23,
2008)                                              
|            | 
|10.07       |  | Capital Purchase Program Compliance Agreement between T. Olin Davis and the Bank (incorporated by reference from Exhibits to Registrants Current Report on Form 8-K dated January 15,
2009)                                
|            | 
|10.08       |  | Amended and Restated Agreement between Gary M. Adams and the Bank (incorporated by reference from Exhibits to Registrants Current Report on Form 8-K dated December 23,
2008)                                              
|            | 
|10.09       |  | Capital Purchase Program Compliance Agreement between Gary M. Adams and the Bank (incorporated by reference from Exhibits to Registrants Current Report on Form 8-K dated January 15,
2009)                                
|            | 
|10.10       |  | Omnibus Stock Ownership and Long Term Incentive Plan (incorporated by reference from Exhibits to Registration Statement on Form SB-2, Reg. No. 333-61839)                                                                   
|            | 
|10.11       |  | 2008 Omnibus Equity Plan (incorporated by reference from Exhibits to Registrants Current Report on Form 8-K dated April 16, 2008)                                                                                          
|            | 
|10.12       |  | Form of Employee Stock Option Agreement (incorporated by reference from Exhibits to Registration Statement on Form SB-2, Reg. No. 333-61839)                                                                                
|            | 
|10.13       |  | Form of Restricted Stock Agreement (incorporated by reference from Exhibits to Registration Statement on Form S-8, Reg. No. 333-77689)                                                                                      
|            | 
|10.14       |  | Executive Supplemental Retirement Plan Agreement between the Bank and Arthur H. Keeney III (incorporated by reference from Exhibits to Registrants March 31, 2002, Quarterly Report on
Form 10-QSB)                        
|            | 
|10.15       |  | Amendment to Executive Supplemental Retirement Plan Agreement between the Bank and Arthur H. Keeney III (filed herewith)                                                                                                    
|            | 
|10.16       |  | Executive Supplemental Retirement Plan Agreement between the Bank and J. Dorson White, Jr. (incorporated by reference from Exhibits to Registrants March 31, 2002, Quarterly Report on
Form 10-QSB)                        
|            | 
|10.17       |  | Amendment to Executive Supplemental Retirement Plan Agreement between the Bank and J. Dorson White, Jr. (filed herewith)                                                                                                    



92



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|            |  |                                                                                                                                                                                                                                                                                                                                                           
|----------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit No. |  | Description of Exhibit                                                                                                                                                                                                                                                                                                                                    
|10.18       |  | Executive Supplemental Retirement Plan Agreement between the Bank and T. Olin Davis (incorporated by reference from Exhibits to Registrants 2007 Annual Report on for
10-KSB)                                                                                                                                                                            
|            | 
|10.19       |  | Amendment to Executive Supplemental Retirement Plan Agreement between the Bank and T. Olin Davis (filed herewith)                                                                                                                                                                                                                                         
|            | 
|10.20       |  | Executive Supplemental Retirement Plan Agreement between the Bank and Gary M. Adams (incorporated by reference from Exhibits to Registrants 2002 Annual Report on Form
10-KSB)                                                                                                                                                                           
|            | 
|10.21       |  | Amendment to Executive Supplemental Retirement Plan Agreement between the Bank and Gary M. Adams (filed herewith)                                                                                                                                                                                                                                         
|            | 
|10.22       |  | Split-Dollar Life Insurance Agreement between the Bank and Arthur H. Keeney III (incorporated by reference from Exhibits to Registrants March 31, 2002, Quarterly Report on Form
10-QSB)                                                                                                                                                                 
|            | 
|10.23       |  | Split-Dollar Life Insurance Agreement between the Bank and J. Dorson White, Jr. (incorporated by reference from Exhibits to Registrants March 31, 2002, Quarterly Report on Form 10-QSB)                                                                                                                                                                 
|            | 
|10.24       |  | Split-Dollar Life Insurance Agreement between the Bank and T. Olin Davis (incorporated by reference from Exhibits to Registrants 2007 Annual Report on for 10-KSB)                                                                                                                                                                                       
|            | 
|10.25       |  | Split-Dollar Life Insurance Agreement between the Bank and Gary M. Adams (incorporated by reference from Exhibits to Registrants 2002 Annual Report on Form 10-KSB)                                                                                                                                                                                      
|            | 
|10.26       |  | Form of Director Supplemental Retirement Plan Agreements between the Bank and George T. Davis, Jr., John F. Hughes, Jr., Arthur H. Keeney III, Joseph T. Lamb, Jr., and R. S.
Spencer, Jr. (incorporated by reference from Exhibits to Registrants March 31, 2002, Quarterly Report on Form 10-QSB)                                                      
|            | 
|10.27       |  | Form of Amendment to Director Supplemental Retirement Plan Agreements between the Bank and George T. Davis, Jr., John F. Hughes, Jr., Arthur H. Keeney III, Joseph T. Lamb, Jr., and R. S.
Spencer, Jr. (filed herewith)                                                                                                                                  
|            | 
|10.28       |  | Form of Director Supplemental Retirement Plan Agreements between the Bank and Gregory C. Gibbs, J. Bryant Kittrell III, and B. Martelle Marshall (incorporated by reference from Exhibits to
Registrants March 31, 2002, Quarterly Report on Form 10-QSB)                                                                                                
|            | 
|10.29       |  | Form of Amendment to Director Supplemental Retirement Plan Agreements between the Bank and Gregory C. Gibbs, J. Bryant Kittrell III, and B. Martelle Marshall (filed herewith)                                                                                                                                                                            
|            | 
|10.30       |  | Form of Director Supplemental Retirement Plan Agreement between the Bank and Michael D. Weeks (filed herewith)                                                                                                                                                                                                                                            
|            | 
|10.31       |  | Form of Amendment to Director Supplemental Retirement Plan Agreement between the Bank and Michael D. Weeks (filed herewith)                                                                                                                                                                                                                               
|            | 
|10.32       |  | Form of Split-Dollar Life Insurance Agreements between the Bank and George T. Davis, Jr., Gregory C. Gibbs, John F. Hughes, Jr., Arthur H. Keeney III, J. Bryant Kittrell III, Joseph T.
Lamb, Jr., B. Martelle Marshall, and R. S. Spencer, Jr. (incorporated by reference from Exhibits to Registrants March 31, 2002, Quarterly Report on Form 10-QSB)
|            | 
|10.33       |  | The East Carolina Bank Incentive Plan (incorporated by reference from Exhibits to Registrants 2004 Annual Report on Form 10-KSB)                                                                                                                                                                                                                         
|            | 
|21.01       |  | List of Registrants subsidiaries (incorporated by reference from Exhibits to Registrants 2004 Annual Report on Form 10-KSB)                                                                                                                                                                                                                             
|            | 
|23.01       |  | Consent of Dixon Hughes PLLC (filed herewith)                                                                                                                                                                                                                                                                                                             
|            | 
|31.01       |  | Certification of Chief Executive Officer (pursuant to Rule 13a-14) (filed herewith)                                                                                                                                                                                                                                                                       
|            | 
|31.02       |  | Certification of Chief Financial Officer (pursuant to Rule 13a-14) (filed herewith)                                                                                                                                                                                                                                                                       
|            | 
|32.01       |  | Certification of Chief Executive Officer and Chief Financial Officer (pursuant to 18 U.S.C. Section 1350) (filed herewith)                                                                                                                                                                                                                                



COPIES OF EXHIBITS
ARE AVAILABLE UPON WRITTEN REQUEST TO GARY M. ADAMS,

CHIEF FINANCIAL OFFICER, AT ECB BANCORP, INC., P.O. BOX 337, ENGELHARD,

NORTH CAROLINA 27824.



93