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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, 2009



Commission File No.
0-24753







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







|                                                      |  |                                        
|----------------------------------------------------- |  | ---------------------------------------
|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)                       







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



Indicate by check mark 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.   ̈



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         |  |  ̈
|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.



$43,254,744



On March 6, 2010, there were 2,849,841 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 2010 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.





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 four 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       
|                   |  |                            
|Central Region     |  | Greenville (three offices)  |  | Pitt       
|                   |  | Winterville                 |  | Pitt       
|                   |  | Washington                  |  | Beaufort   
|                   |  |                            
|Inner Banks Region |  | Engelhard                   |  | Hyde       
|                   |  | Swan Quarter                |  | Hyde       
|                   |  | Fairfield                   |  | Hyde       
|                   |  | Williamston                 |  | Martin     
|                   |  | Columbia                    |  | Tyrrell    
|                   |  | Creswell                    |  | Washington 
|                   |  | Hertford                    |  | Perquimans 
|                   |  |                            
|Coastal Region     |  | Wilmington                  |  | New Hanover
|                   |  | Ocean Isle Beach            |  | Brunswick  
|                   |  | Leland                      |  | Brunswick  
|                   |  | Morehead City               |  | Carteret   
|                   |  | New Bern                    |  | Craven     



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, 2009 there were 307 offices of 33 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 52% of all deposits in the 13-county area held by those 3 institutions,
while we held approximately 6% 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



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ability to make credit and other business decisions locally. We also depend on our reputation as a community bank in our 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, 2009, loans
amounting to approximately 79.8% 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, 2009, our construction and acquisition and
development loans (consumer and commercial) amounted to approximately 21.8% of our loan portfolio, and our other commercial real estate loans amounted to approximately 34.5% 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



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rates), with their outstanding principal balances becoming due in full at the maturity of the lines, or they may make monthly payments of principal and interest equal to 1.5% of their outstanding
balances. On December 31, 2009, our home equity lines of credit amounted to approximately 5.3% 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 primary or 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, 2009, our consumer installment loans made
up approximately 0.7% of our loan portfolio, and approximately 16.0% 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, 2009, our commercial and industrial loans made up approximately 15.8% of our loan portfolio, and approximately 16.0% of the aggregate outstanding balances of those loans represented unsecured loans. Those loans included
approximately $25.5 million, or approximately 4.4% 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, 2009, approximately 60.0% 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, Chief Revenue 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, Chief Revenue 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 Manager, 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 monthly and reviewed by our Board of Directors each quarter. On December 31, 2009, our allowance was $9.7 million and amounted to 1.7% of our
total loans and approximately 66% of our nonperforming loans.



On December 31, 2009, 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
$14.7 million, and we had $5.4 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,
Inner Banks, and Coastal 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, 2009, our time deposits of $100,000 or more amounted to approximately $198.4 million, or approximately 26.3% 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, 2009, our out-of-market deposits amounted to approximately $172.3 million, or approximately 22.8% of our total deposits
and approximately 34.5% 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, 2009, our investment portfolio totaled
approximately $239.3 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, 2009, the Bank employed 211 full-time employees (including our executive officers), and 11 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 reports to the
Commissioner and the FDIC containing detailed financial and other information about its affairs. The



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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
permitted bank holding companies to become financial holding companies and, in general (1) expanded opportunities to affiliate with securities firms and insurance companies; (2) overrode certain state laws that would prohibit
certain banking and insurance affiliations; (3) expanded 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) reorganized responsibility among various federal regulators for oversight of certain securities activities conducted by banks and bank holding companies.



The GLB Act expanded opportunities for us and the Bank to
provide other services and obtain other revenues. However, this expanded authority also presents 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 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.



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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, 2009. 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                              | % |  | 9.59                           | % |  | 7.53                     | %
|Risk-based capital ratios:                                    |  |                        |   |  |                                  |   |  |                                |   |  |                          |  
|Tier 1 Capital Ratio (Tier 1 Capital to risk-weighted assets) |  | 4.0                    | % |  | 6.0                              | % |  | 12.77                          | % |  | 10.03                    | %
|Total Capital Ratio (Total Capital to risk-weighted assets)   |  | 8.0                    | % |  | 10.0                             | % |  | 14.02                          | % |  | 11.28                    | %



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 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.



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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, 2009, 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, 2010 no reserves are required on the first $10.7 million of transaction accounts, but a bank must maintain reserves equal to 3.0% on aggregate balances
between $10.7 million and $55.2 million, and reserves equal to 10.0% on aggregate balances in excess of $55.2 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 an
account at a Federal Reserve Bank or with a qualified correspondent bank, one effect of the reserve requirement is to reduce the amount of our assets that are available for lending and other investment activities.



Federal Deposit Insurance.The
Banks deposits are insured by the FDIC to the full extent provided in the Federal Deposit Insurance Act, and the Bank pays assessments to the FDIC for that insurance coverage. Under the Act, the FDIC may terminate the Banks deposit
insurance if it finds that the Bank has 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 Federal Deposit Insurance Reform Act of 2005
(FDIRA) changed the Federal deposit insurance system by, among other things:



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



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



| | · |  | establishing a range of 1.15% to 1.50% within which the FDIC must set and maintain the required reserve ratio for the DIF;
| | - |  | --------------------------------------------------------------------------------------------------------------------------



| | · |  | requiring that, if the DIF reserve ratio falls, or within six months is expected to fall, below the statutorily required minimum of 1.15%, the FDIC
must adopt a restoration plan that provides for the DIF to be restored; and
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · |  | eliminating restrictions on premium rates based on the DIF reserve ratio, and giving the FDIC discretion to price deposit insurance according to the
risk posed to the DIF by each insured institution, regardless of the DIF reserve ratio.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



During October 2008, the Emergency Economic Stabilization Act of 2008 temporarily raised the basic limit on federal deposit insurance
coverage for all accounts from $100,000 to $250,000 per depositor until December 31, 2009. During May 2009, that increased coverage was extended until December 31, 2013, at which time it will return to $100,000 for all accounts other than
retirement accounts for which FDIRA permanently increased the basic coverage to $250,000.



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FDIC Temporary Liquidity Guarantee Program.    During 2008, the
FDIC implemented its 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. We chose to participate in the TLGP. Under the original terms of the transaction account guarantee component of the TLGP, all noninterest-bearing transaction accounts would be insured in full by the FDIC until
December 31, 2009, regardless of the standard maximum deposit insurance amount. During August 2009, the FDIC extended the transaction account guarantee component of the TLGP through June 30, 2010.



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



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.



During 2008, and because the DIF reserve ratio had fallen below the minimum of 1.15% mandated by FDIRA, the Board of Directors of the FDIC adopted a restoration plan to return the reserve ratio to that
minimum level as required by FDIRA within five years. During February 2009, the Board amended its restoration plan to provide for the minimum DIF reserve ratio to be restored within seven years and voted to impose a special assessment on insured
institutions of 20 basis points, and to increase regular assessment rates for 2009. However, during May 2009, the special assessment was reduced to 5 basis points on each insured institutions assets minus its Tier 1 capital as of June 30,
2009, but not more than 10 basis points of the institutions assessment base for the second quarter of 2009. The special assessment was payable on September 30, 2009.



During October 2009, the FDIC again amended its restoration plan to provide for the minimum DIF reserve ratio
to be restored within eight years, and adopted a uniform 3 basis point increase in regular assessment rates effective January 1, 2011. During November 2009, the FDIC amended its regulations to require that insured institutions prepay their
estimated quarterly risk-based assessments for the fourth quarter of 2009 and for all of 2010, 2011 and 2012 on December 30, 2009.



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 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.



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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 prohibit interstate branching in that
state by merger by enacting legislation to that effect. 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 that addressed accounting, corporate governance and disclosure issues. The Act imposed 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 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



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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, as amended by the American Recovery and Reinvestment Act
of 2009, 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 delinquencies, 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 have been 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 or
the economy.
|- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------



In
response to adverse economic conditions, and instability in the financial markets and the U.S. banking system, Congress enacted the Emergency Economic Stabilization Act of 2008 (EESA) in an attempt to restore confidence and stability to
the banking system and to encourage financial institutions to increase their lending to customers and to each other. Later, the American Recovery and Reinvestment Act of 2009 (ARRA) was enacted to support the national economy and aid in
economic recovery.



The provisions of EESA and
ARRA 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



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commenced in 2007. The purpose of these legislative and regulatory actions is to stabilize the U.S. banking system, support the national economy and aid in economic recovery. 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, producing
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 stocks 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 many 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.



As a result
of recent difficulties in the national economy and housing market, declining real estate values, rising unemployment, and loss of consumer confidence, we and most other financial institutions have experienced increasing levels of non-performing
loans, foreclosures and loan losses. 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
| | - |  | -------------------------------------------------------------



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



However, if delinquency levels continue to increase or we
continue to incur higher than expected loan losses in the future, there is no assurance that our allowance will be adequate to cover resulting losses or that we will not have to make significant provisions to our allowance.



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|· |  | A large percentage of our loans are secured by real estate. Adverse conditions in the real estate market in our banking markets have adversely
affected 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, 2009, 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 the current 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,
including out-of-market certificates of deposit, for funds to make loans and provide for our other liquidity needs. Those out-of-market 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, recently a number of financial institutions have sought to raise considerable amounts of additional capital in response to a deterioration in their results of operations and financial
condition arising from increases in their non-performing loans and loan losses, deteriorating economic conditions, declines in real estate values and other factors. On December 31, 2009, our three capital ratios were above well
capitalized levels under bank regulatory guidelines. 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.



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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 recent economic
and financial market conditions have made it extremely difficult to manage our gap position. Our profitability and results of operations will be adversely affected if we do not successfully manage our interest sensitivity gap.



On December 31, 2009, 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 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



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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.



|· |  | 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.



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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 or losses of key personnel of any company could disrupt that companys
business and could have an adverse effect on its business and operating results.



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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
| | - |  | --------------------------------------------------



| | · |  | 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.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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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 4.84% of the shares of
our common stock outstanding as of March 6, 2010 (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.



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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                                      



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|                                               |  |                                       |  |              |  |                                           
|---------------------------------------------- |  | ------------------------------------- |  | ------------ |  | ------------------------------------------
|Office location                                |  | Opening date oforiginal bankingoffice |  | 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, Ocean Isle, New Bern and Grandy, North Carolina, as sites for possible 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, 2009,
our consolidated investment in premises and banking equipment (cost less accumulated depreciation) was approximately $25.3 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, 2009 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.    (Removed and Reserved)





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##### Table of Contents

PART II



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





Our common stock is listed on The NASDAQ Global Market under the trading symbol ECBE. 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                             |  
|2009 Fourth |  | $                 | 17.21 |                                 | $ | 11.11 |  | $ | 0.1825
|Third       |  |                   | 19.89 |                                 |   | 15.56 |  |   | 0.1825
|Second      |  |                   | 21.18 |                                 |   | 15.30 |  |   | 0.1825
|First       |  |                   | 17.75 |                                 |   | 13.52 |  |   | 0.1825
|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



On March 6, 2010, there were approximately 656 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.



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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, 2004,
and that dividends were reinvested for additional shares.



LOGO



|                      |  |               |  |          |  |          |  |          |  |          |  |         
|--------------------- |  | ------------- |  | -------- |  | -------- |  | -------- |  | -------- |  | --------
|                      |  | Period Ending
|Index                 |  | 12/31/04      |  | 12/31/05 |  | 12/31/06 |  | 12/31/07 |  | 12/31/08 |  | 12/31/09
|ECB Bancorp, Inc.     |  | 100.00        |  | 93.98    |  | 116.23   |  | 93.48    |  | 60.41    |  | 43.97   
|NASDAQ Composite      |  | 100.00        |  | 101.37   |  | 111.03   |  | 121.92   |  | 72.49    |  | 104.31  
|SNL Bank NASDAQ Index |  | 100.00        |  | 96.95    |  | 108.85   |  | 85.45    |  | 62.06    |  | 50.34   



26



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##### Table of Contents

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,         |          
|                                                      |  | 2009                                          |           |   | 2008 |   |           | 2007 |  |   | 2006      |   |  | 2005 |          
|                                                      |  | (Dollars in thousands, except per share data) |          
|Income Statement Data:                                |  |                                               |           |   |      |   |           |      |  |   |           |   |  |      |           |   |  |   |           |  
|Net interest income                                   |  | $                                             | 26,748    |   |      | $ | 20,273    |      |  | $ | 20,357    |   |  | $    | 20,520    |   |  | $ | 18,952    |  
|Provision for loan losses                             |  |                                               | 11,100    |   |      |   | 2,450     |      |  |   | (99       | ) |  |      | 351       |   |  |   | 757       |  
|Non-interest income                                   |  |                                               | 8,649     |   |      |   | 6,809     |      |  |   | 6,377     |   |  |      | 6,360     |   |  |   | 6,225     |  
|Non-interest expense                                  |  |                                               | 23,152    |   |      |   | 20,633    |      |  |   | 20,344    |   |  |      | 18,537    |   |  |   | 17,465    |  
|Provision for income taxes                            |  |                                               | (357      | ) |      |   | 580       |      |  |   | 1,677     |   |  |      | 2,410     |   |  |   | 2,102     |  
|Net income                                            |  |                                               | 1,502     |   |      |   | 3,419     |      |  |   | 4,812     |   |  |      | 5,582     |   |  |   | 4,853     |  
|Preferred stock dividend & accretion of discount      |  |                                               | 1,003     |   |      |   |          |      |  |   |          |   |  |      |          |   |  |   |          |  
|Net income available to common shareholders           |  |                                               | 499       |   |      |   | 3,419     |      |  |   | 4,812     |   |  |      | 5,582     |   |  |   | 4,853     |  
|                                                      |  |                                               |           |   |     
|Per Share Data and Shares Outstanding:                |  |                                               |           |   |      |   |           |      |  |   |           |   |  |      |           |   |  |   |           |  
|Basic net income(1)                                   |  | $                                             | 0.18      |   |      | $ | 1.19      |      |  | $ | 1.65      |   |  | $    | 2.07      |   |  | $ | 2.41      |  
|Diluted net income(1)                                 |  |                                               | 0.18      |   |      |   | 1.18      |      |  |   | 1.65      |   |  |      | 2.05      |   |  |   | 2.37      |  
|Cash dividends declared                               |  |                                               | 0.73      |   |      |   | 0.73      |      |  |   | 0.70      |   |  |      | 0.68      |   |  |   | 0.64      |  
|Book value at period end                              |  |                                               | 23.62     |   |      |   | 23.89     |      |  |   | 22.88     |   |  |      | 21.64     |   |  |   | 16.94     |  
|Weighted-average number of common shares outstanding: |  |                                               |           |   |      |   |           |      |  |   |           |   |  |      |           |   |  |   |           |  
|Basic                                                 |  |                                               | 2,844,950 |   |      |   | 2,884,396 |      |  |   | 2,908,371 |   |  |      | 2,700,663 |   |  |   | 2,014,879 |  
|Diluted                                               |  |                                               | 2,845,966 |   |      |   | 2,889,016 |      |  |   | 2,914,352 |   |  |      | 2,724,717 |   |  |   | 2,046,129 |  
|Shares outstanding at period end                      |  |                                               | 2,847,881 |   |      |   | 2,844,489 |      |  |   | 2,920,769 |   |  |      | 2,902,242 |   |  |   | 2,040,042 |  
|                                                      |  |                                               |           |   |     
|Balance Sheet Data:                                   |  |                                               |           |   |      |   |           |      |  |   |           |   |  |      |           |   |  |   |           |  
|Total assets                                          |  | $                                             | 888,720   |   |      | $ | 841,851   |      |  | $ | 643,889   |   |  | $    | 624,070   |   |  | $ | 547,686   |  
|Loans receivable                                      |  |                                               | 577,791   |   |      |   | 538,836   |      |  |   | 454,198   |   |  |      | 417,943   |   |  |   | 386,786   |  
|Allowance for loan losses                             |  |                                               | 9,725     |   |      |   | 5,931     |      |  |   | 4,083     |   |  |      | 4,725     |   |  |   | 4,650     |  
|Other interest-earning assets                         |  |                                               | 253,183   |   |      |   | 244,470   |      |  |   | 133,970   |   |  |      | 151,555   |   |  |   | 107,583   |  
|Total deposits                                        |  |                                               | 754,730   |   |      |   | 629,152   |      |  |   | 526,361   |   |  |      | 512,249   |   |  |   | 465,208   |  
|Borrowings                                            |  |                                               | 43,910    |   |      |   | 83,716    |      |  |   | 43,174    |   |  |      | 41,415    |   |  |   | 41,908    |  
|Shareholders equity                                  |  |                                               | 84,375    |   |      |   | 67,943    |      |  |   | 66,841    |   |  |      | 62,793    |   |  |   | 34,565    |  
|                                                      |  |                                               |           |   |     
|Selected Performance Ratios:                          |  |                                               |           |   |      |   |           |      |  |   |           |   |  |      |           |   |  |   |           |  
|Return on average assets                              |  |                                               | 0.17      | % |      |   | 0.47      | %    |  |   | 0.77      | % |  |      | 0.96      | % |  |   | 0.93      | %
|Return on average shareholders equity                |  |                                               | 1.74      |   |      |   | 5.14      |      |  |   | 7.48      |   |  |      | 10.13     |   |  |   | 14.56     |  
|Net interest margin(2)                                |  |                                               | 3.41      |   |      |   | 3.12      |      |  |   | 3.72      |   |  |      | 4.01      |   |  |   | 4.16      |  
|Efficiency ratio(3)                                   |  |                                               | 63.48     |   |      |   | 73.91     |      |  |   | 73.44     |   |  |      | 67.06     |   |  |   | 67.30     |  
|                                                      |  |                                               |           |   |     
|Asset Quality Ratios:                                 |  |                                               |           |   |      |   |           |      |  |   |           |   |  |      |           |   |  |   |           |  
|Nonperforming loans to period-end loans               |  |                                               | 2.54      | % |      |   | 1.85      | %    |  |   | 0.10      | % |  |      | 0.04      | % |  |   | 0.02      | %
|Allowance for loan losses to period-end loans         |  |                                               | 1.68      |   |      |   | 1.10      |      |  |   | 0.90      |   |  |      | 1.13      |   |  |   | 1.20      |  
|Allowance for loan losses to nonperforming loans      |  |                                               | 66.17     |   |      |   | 59.42     |      |  |   | 876.92    |   |  |      | 2,567.93  |   |  |   | 7,153.85  |  
|Nonperforming assets to total assets(4)               |  |                                               | 2.27      |   |      |   | 1.63      |      |  |   | 0.08      |   |  |      | 0.07      |   |  |   | 0.01      |  
|Net loan charge-offs to average loans outstanding     |  |                                               | 1.30      |   |      |   | 0.12      |      |  |   | 0.13      |   |  |      | 0.01      |   |  |   | 0.08      |  
|                                                      |  |                                               |           |   |     
|Capital Ratios:                                       |  |                                               |           |   |      |   |           |      |  |   |           |   |  |      |           |   |  |   |           |  
|Equity-to-assets ratio(5)                             |  |                                               | 9.49      | % |      |   | 8.07      | %    |  |   | 10.38     | % |  |      | 10.06     | % |  |   | 6.31      | %
|Leverage capital ratio(6)                             |  |                                               | 9.59      |   |      |   | 8.65      |      |  |   | 10.66     |   |  |      | 12.05     |   |  |   | 8.43      |  
|Tier 1 capital ratio(6)                               |  |                                               | 12.77     |   |      |   | 10.83     |      |  |   | 12.94     |   |  |      | 15.08     |   |  |   | 10.32     |  
|Total capital ratio(6)                                |  |                                               | 14.02     |   |      |   | 11.80     |      |  |   | 13.72     |   |  |      | 16.04     |   |  |   | 11.36     |  



|(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.
|--- |  | --------------------------------------------------------------------------------------------------------------------------------------



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##### Table of Contents

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 5.6% to $888.7 million on December 31, 2009, from $841.9 million at year-end 2008. Our loan portfolio
increased 7.2% to $577.8 million at December 31, 2009, from loans of $538.8 million at year-end 2008 while deposits increased 19.9% to $754.7 million at year-end 2009 from $629.2 million at year-end 2008. Total shareholders equity was
approximately $84.4 million at year-end 2009.



In
2009, our income available to common shareholders was $499 thousand or $0.18 basic and $0.18 diluted earnings per share, compared to income available to common shareholders of $3.4 million or $1.19 basic and $1.18 diluted earnings per share for the
year ended December 31, 2008. The 2009 income available to common shareholders represents a decrease of $2.9 million over reported 2008 income available to common shareholders 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, 2009, 2008 and 2007



In 2009, our income available to common shareholders was $499 thousand or $0.18 basic and $0.18 diluted earnings per share, compared to income available to common shareholders of $3.4 million or $1.19 basic and $1.18 diluted earnings per
share for the year ended December 31, 2008. The decrease in earnings is primarily due to an increase in provision for loan loss expense.



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##### Table of Contents

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 Ended December 31, |  
|                               |  | 2009                    |   |  | 2008  |   |  | 2007  |  
|Return on assets               |  | 0.17                    | % |  | 0.47  | % |  | 0.77  | %
|Return on equity               |  | 1.74                    |   |  | 5.14  |   |  | 7.48  |  
|Dividend payout                |  | 405.56                  |   |  | 61.34 |   |  | 42.42 |  
|Shareholders equity to assets |  | 9.98                    |   |  | 9.13  |   |  | 10.34 |  



Our core strategies continue to be: (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
began construction on one branch that is scheduled to open in 2010.



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, 2009 was $26.7 million, an increase of $6.4 or 31.5% when compared to net interest income of $20.3 million for the year ended December 31, 2008. Our net interest margin, on a
tax-equivalent basis, for 2009 was 3.41% compared to 3.12% for 2008. The increase in our net interest margin is mainly the result of decreased rates paid on our interest bearing liabilities. Our net interest rate spread, on a tax-equivalent basis,
for 2009 was 3.09% compared to 2.60% for 2008. The spread increased by forty-nine basis points as the decrease in the rates paid on interest-bearing liabilities was forty-nine basis points more than the change in yields earned on interest-earning
assets for the year.



Total interest income
increased $1.8 million or 4.6% to $40.9 million in 2009 compared to $39.1 million in interest income in 2008. Increases in our average earning assets of $135.4 million in 2009 when compared to 2008 resulted in $7.0 million increase in interest
income from 2008 to 2009 but this was partially offset by a decrease in interest income of $5.2 million from a decline in yields. We funded the increases in interest-earning assets primarily with certificates of deposit. The tax equivalent yield on
average earning assets decreased 77 basis points during 2009.



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) decreased short-term rates 325 to 350 basis points from 3.50% to a range of
0.00% to 0.25%. Approximately $346.4 million or 60.0% 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 72 basis points for the
year ended December 31, 2009 compared to December 31, 2008.



29



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##### Table of Contents

Similarly, our average cost of funds for 2009 was 2.07%, a decrease of 126 basis points when
compared to 3.33% for 2008. The average cost on Bank certificates of deposit decreased 155 basis points from 4.09% paid in 2008 to 2.54% paid in 2009, while our average cost of borrowed funds decreased 173 basis points during 2009 compared to 2008.



Total interest expense decreased $4.6 million or
24.5% to $14.2 million in 2009 from $18.8 million in 2008, primarily the result of decreased market rates paid on Bank certificates of deposit. The volume of average interest-bearing liabilities increased approximately $117.8 million when comparing
2009 with that of 2008. The decrease to interest expense resulting from decreased rates on all interest-bearing liabilities was $7.9 million and the increase attributable to higher volumes of interest-bearing liabilities was $3.2 million.



Our net interest income for the year ended
December 31, 2008 was $20.3 million, a decrease of $0.1 million or 0.5% when compared to net interest income of $20.4 million for the year ended December 31, 2007. Our net interest margin, on a tax-equivalent basis, for 2008 was 3.12%
compared to 3.72% for 2007. 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 2008 was 2.60% compared to
2.91% 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-one basis points as the change in the rates paid on
interest-bearing liabilities was thirty-one basis points less than the change in yields earned on interest-earning assets for the year.



Total interest income decreased $0.7 million or 1.8% to $39.1 million in 2008 compared to $39.8 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 123 basis points during 2008.



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.



30



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##### Table of Contents

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,
|                                                     |  | 2009                    |         | 2008       |      | 2007
|                                                     |  | AverageBalance          |         | Yield/Rate |      |      | Income/Expense |   | AverageBalance |  | Yield/Rate |         |  | Income/Expense |   | AverageBalances |   | Yield/Rate |  |   | Income/Expense
|                                                     |  | (Dollars in thousands) 
|Assets:                                              |  |                         |         |            |      |      |                |   |                |  |            |         |  |                |   |                 |   |            |  |   |                |  |      |   |  |   |       
|Loansnet(1)                                         |  | $                       | 556,017 |            | 5.50 | %    |                | $ | 30,595         |  | $          | 499,771 |  | 6.22           | % |                 | $ | 31,104     |  | $ | 426,965        |  | 7.85 | % |  | $ | 33,497
|Taxable securities                                   |  |                         | 201,676 |            | 4.41 |      |                |   | 8,901          |  |            | 125,985 |  | 5.11           |   |                 |   | 6,432      |  |   | 95,325         |  | 4.74 |   |  |   | 4,521 
|Nontaxable securities(2)                             |  |                         | 36,743  |            | 5.80 |      |                |   | 2,130          |  |            | 34,733  |  | 5.69           |   |                 |   | 1,977      |  |   | 33,101         |  | 5.61 |   |  |   | 1,856 
|Other investments(3)                                 |  |                         | 11,705  |            | 0.03 |      |                |   | 3              |  |            | 10,279  |  | 2.50           |   |                 |   | 257        |  |   | 8,859          |  | 6.20 |   |  |   | 549   
|                                                     |  |                         |         |            |      |      |                |   |                |  |            |         |  |                |   |                 |   |            |  |   |                |  |      |   |  |   |       
|Total interest-earning assets                        |  |                         | 806,141 |            | 5.16 |      |                |   | 41,629         |  |            | 670,768 |  | 5.93           |   |                 |   | 39,770     |  |   | 564,250        |  | 7.16 |   |  |   | 40,423
|Cash and due from banks                              |  |                         | 10,999  |            |      |      |                |   |                |  |            | 12,663  |  |                |   |                 |   |            |  |   | 14,877         |  |      |   |  |   |       
|Bank premises and equipment, net                     |  |                         | 25,506  |            |      |      |                |   |                |  |            | 25,255  |  |                |   |                 |   |            |  |   | 24,391         |  |      |   |  |   |       
|Other assets                                         |  |                         | 23,745  |            |      |      |                |   |                |  |            | 19,407  |  |                |   |                 |   |            |  |   | 18,396         |  |      |   |  |   |       
|                                                     |  |                         |         |            |      |      |                |   |                |  |            |         |  |                |   |                 |   |            |  |   |                |  |      |   |  |   |       
|Total assets                                         |  | $                       | 866,391 |            |      |      |                |   |                |  | $          | 728,093 |  |                |   |                 |   |            |  | $ | 621,914        |  |      |   |  |   |       
|                                                     |  |                         |         |            |      |      |                |   |                |  |            |         |  |                |   |                 |   |            |  |   |                |  |      |   |  |   |       
|                                                     |  |                         |         |            |      |      |                |   |               
|Liabilities and Shareholders Equity:                |  |                         |         |            |      |      |                |   |                |  |            |         |  |                |   |                 |   |            |  |   |                |  |      |   |  |   |       
|Interest-bearing deposits                            |  | $                       | 607,880 |            | 2.13 | %    |                | $ | 12,958         |  | $          | 488,309 |  | 3.33           | % |                 | $ | 16,276     |  | $ | 417,675        |  | 4.10 | % |  | $ | 17,129
|Short-term borrowings(4)                             |  |                         | 52,293  |            | 0.94 |      |                |   | 492            |  |            | 55,131  |  | 3.44           |   |                 |   | 1,895      |  |   | 39,818         |  | 5.79 |   |  |   | 2,306 
|Long-term obligations                                |  |                         | 22,219  |            | 3.18 | %    |                |   | 707            |  |            | 21,120  |  | 3.10           | % |                 |   | 654        |  |   |               |  |     |   |  |   |      
|                                                     |  |                         |         |            |      |      |                |   |                |  |            |         |  |                |   |                 |   |            |  |   |                |  |      |   |  |   |       
|Total interest-bearing liabilities                   |  |                         | 682,392 |            | 2.07 |      |                |   | 14,157         |  |            | 564,560 |  | 3.33           |   |                 |   | 18,825     |  |   | 457,493        |  | 4.25 |   |  |   | 19,435
|Non-interest-bearing deposits                        |  |                         | 90,732  |            |      |      |                |   |                |  |            | 90,031  |  |                |   |                 |   |            |  |   | 94,397         |  |      |   |  |   |       
|Other liabilities                                    |  |                         | 6,783   |            |      |      |                |   |                |  |            | 7,037   |  |                |   |                 |   |            |  |   | 5,712          |  |      |   |  |   |       
|Shareholders equity                                 |  |                         | 86,484  |            |      |      |                |   |                |  |            | 66,465  |  |                |   |                 |   |            |  |   | 64,312         |  |      |   |  |   |       
|                                                     |  |                         |         |            |      |      |                |   |                |  |            |         |  |                |   |                 |   |            |  |   |                |  |      |   |  |   |       
|Total liabilities and shareholders equity           |  | $                       | 866,391 |            |      |      |                |   |                |  | $          | 728,093 |  |                |   |                 |   |            |  | $ | 621,914        |  |      |   |  |   |       
|                                                     |  |                         |         |            |      |      |                |   |                |  |            |         |  |                |   |                 |   |            |  |   |                |  |      |   |  |   |       
|Net interest income and net interest margin (FTE)(5) |  |                         |         |            | 3.41 | %    |                | $ | 27,472         |  |            |         |  | 3.12           | % |                 | $ | 20,945     |  |   |                |  | 3.72 | % |  | $ | 20,988
|                                                     |  |                         |         |            |      |      |                |   |                |  |            |         |  |                |   |                 |   |            |  |   |                |  |      |   |  |   |       
|Net interest rate spread (FTE)(6)                    |  |                         |         |            | 3.09 | %    |                |   |                |  |            |         |  | 2.60           | % |                 |   |            |  |   |                |  | 2.91 | % |  |   |       
|                                                     |  |                         |         |            |      |      |                |   |                |  |            |         |  |                |   |                 |   |            |  |   |                |  |      |   |  |   |       



|(1) |  | Average loans include non accruing loans, net of allowance for loan losses. Amortization of deferred loan fees of $9 thousand, $5 thousand, and $813 thousand for 2009,
2008, and 2007, 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 $724 thousand, $672 thousand, and $631 thousand for the years 2009, 2008, and 2007, 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.
|--- |  | --------------------------------------------------------------------------------------------------



31



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##### Table of Contents

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



|                          |  |                        |       |   |                       |   |        |     |  |   |           |   |         |   |       |     |   |        |   |  |   |        |  
|------------------------- |  | ---------------------- | ----- | - | --------------------- | - | ------ | --- |  | - | --------- | - | ------- | - | ----- | --- | - | ------ | - |  | - | ------ | -
|                          |  | 2009 Compared to 2008  |       |   | 2008 Compared to 2007 |  
|                          |  | Volume(1)              |       |   | Rate(1)               |   |        | Net |  |   | Volume(1) |   | Rate(1) |   |       | Net |  
|                          |  | (Dollars in thousands) |      
|Loans(2)                  |  | $                      | 3,298 |   |                       | $ | (3,807 | )   |  | $ | (509      | ) |         | $ | 5,122 |     | $ | (7,515 | ) |  | $ | (2,393 | )
|Taxable securities        |  |                        | 3,602 |   |                       |   | (1,133 | )   |  |   | 2,469     |   |         |   | 1,510 |     |   | 401    |   |  |   | 1,911  |  
|Nontaxable securities(3)  |  |                        | 115   |   |                       |   | 38     |     |  |   | 153       |   |         |   | 92    |     |   | 29     |   |  |   | 121    |  
|Other investments         |  |                        | 18    |   |                       |   | (272   | )   |  |   | (254      | ) |         |   | 62    |     |   | (354   | ) |  |   | (292   | )
|                          |  |                        |       |   |                       |   |        |     |  |   |           |   |         |   |       |     |   |        |   |  |   |        |  
|Interest income           |  |                        | 7,033 |   |                       |   | (5,174 | )   |  |   | 1,859     |   |         |   | 6,786 |     |   | (7,439 | ) |  |   | (653   | )
|                          |  |                        |       |   |                       |   |        |     |  |   |           |   |         |   |       |     |   |        |   |  |   |        |  
|Interest-bearing deposits |  |                        | 3,267 |   |                       |   | (6,585 | )   |  |   | (3,318    | ) |         |   | 2,626 |     |   | (3,479 | ) |  |   | (853   | )
|Short-term borrowings     |  |                        | (62   | ) |                       |   | (1,341 | )   |  |   | (1,403    | ) |         |   | 707   |     |   | (1,118 | ) |  |   | (411   | )
|Long-term obligations     |  |                        | 35    |   |                       |   | 18     |     |  |   | 53        |   |         |   | 327   |     |   | 327    |   |  |   | 654    |  
|                          |  |                        |       |   |                       |   |        |     |  |   |           |   |         |   |       |     |   |        |   |  |   |        |  
|Interest expense          |  |                        | 3,240 |   |                       |   | (7,908 | )   |  |   | (4,668    | ) |         |   | 3,660 |     |   | (4,270 | ) |  |   | (610   | )
|                          |  |                        |       |   |                       |   |        |     |  |   |           |   |         |   |       |     |   |        |   |  |   |        |  
|Net interest income       |  | $                      | 3,793 |   |                       | $ | 2,734  |     |  | $ | 6,527     |   |         | $ | 3,126 |     | $ | (3,169 | ) |  | $ | (43    | )
|                          |  |                        |       |   |                       |   |        |     |  |   |           |   |         |   |       |     |   |        |   |  |   |        |  



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

|(2) |  | Income on non-accrual loans is included only to the extent that it represents interest payments received.
|--- |  | ---------------------------------------------------------------------------------------------------------

|(3) |  | 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 $724 thousand, $672 thousand, and $631 thousand for the years 2009, 2008, and 2007, 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, 2009 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, 2009, we had a negative one-year cumulative gap of 19.2%. We have interest-earning assets of $422.2 million maturing
or repricing within one year and interest-bearing liabilities of $581.8 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, 2009, our savings and core time deposits of $462.9 million included savings, NOW and Money
Market accounts of $161.6 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.



32



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##### Table of Contents

Rate Sensitivity Analysis as of December 31, 2009



|                                                                                          |  |                        |         |   |            |   |          |                      |  |   |               |    |  |       |         |   |  |   |         |  
|----------------------------------------------------------------------------------------- |  | ---------------------- | ------- | - | ---------- | - | -------- | -------------------- |  | - | ------------- | -- |  | ----- | ------- | - |  | - | ------- | -
|                                                                                          |  | 3 MonthsOr Less        |         |   | 4-12Months |   |          | TotalWithin 12Months |  |   | Over 12Months |    |  | Total |        
|                                                                                          |  | (Dollars in thousands) |        
|Earning assets:                                                                           |  |                        |         |   |            |   |          |                      |  |   |               |    |  |       |         |   |  |   |         |  
|Loansgross                                                                               |  | $                      | 353,594 |   |            | $ | 40,482   |                      |  | $ | 394,076       |    |  | $     | 183,715 |   |  | $ | 577,791 |  
|Investment securities                                                                     |  |                        | 13,917  |   |            |   | 378      |                      |  |   | 14,295        |    |  |       | 225,037 |   |  |   | 239,332 |  
|Interest bearing deposits                                                                 |  |                        | 870     |   |            |   |         |                      |  |   | 870           |    |  |       |        |   |  |   | 870     |  
|Federal funds sold                                                                        |  |                        | 7,865   |   |            |   |         |                      |  |   | 7,865         |    |  |       |        |   |  |   | 7,865   |  
|FHLB stock                                                                                |  |                        | 5,116   |   |            |   |         |                      |  |   | 5,116         |    |  |       |        |   |  |   | 5,116   |  
|                                                                                          |  |                        |         |   |            |   |          |                      |  |   |               |    |  |       |         |   |  |   |         |  
|Total earning assets                                                                      |  |                        | 381,362 |   |            |   | 40,860   |                      |  |   | 422,222       |    |  |       | 408,752 |   |  |   | 830,974 |  
|                                                                                          |  |                        |         |   |            |   |          |                      |  |   |               |    |  |       |         |   |  |   |         |  
|Percent of total earnings assets                                                          |  |                        | 45.9    | % |            |   | 4.9      | %                    |  |   | 50.8          | %  |  |       | 49.2    | % |  |   | 100.0   | %
|Cumulative percentage of total earning assets                                             |  |                        | 45.9    |   |            |   | 50.8     |                      |  |   | 50.8          |    |  |       | 100.0   |   |  |   |         |  
|                                                                                          |  |                        |         |   |           
|Interest-bearing liabilities:                                                             |  |                        |         |   |            |   |          |                      |  |   |               |    |  |       |         |   |  |   |         |  
|Savings, NOW and Money Market deposits                                                    |  |                        | 161,551 |   |            |   |         |                      |  |   | 161,551       |    |  |       |        |   |  |   | 161,551 |  
|Time deposits of $100,000 or more                                                         |  |                        | 84,455  |   |            |   | 88,701   |                      |  |   | 173,156       |    |  |       | 25,232  |   |  |   | 198,388 |  
|Other time deposits                                                                       |  |                        | 46,003  |   |            |   | 178,216  |                      |  |   | 224,219       |    |  |       | 77,080  |   |  |   | 301,299 |  
|Short-term borrowings                                                                     |  |                        | 22,910  |   |            |   |         |                      |  |   | 22,910        |    |  |       |        |   |  |   | 22,910  |  
|Long-term obligations                                                                     |  |                        |        |   |            |   |         |                      |  |   |              |    |  |       | 21,000  |   |  |   | 21,000  |  
|                                                                                          |  |                        |         |   |            |   |          |                      |  |   |               |    |  |       |         |   |  |   |         |  
|Total interest-bearing liabilities                                                        |  | $                      | 314,919 |   |            | $ | 266,917  |                      |  | $ | 581,836       |    |  | $     | 123,312 |   |  | $ | 705,148 |  
|                                                                                          |  |                        |         |   |            |   |          |                      |  |   |               |    |  |       |         |   |  |   |         |  
|Percent of total interest-bearing liabilities                                             |  |                        | 44.7    | % |            |   | 37.8     | %                    |  |   | 82.5          | %  |  |       | 17.5    | % |  |   | 100.0   | %
|Cumulative percent of total interest-bearing liabilities                                  |  |                        | 44.7    |   |            |   | 82.5     |                      |  |   | 82.5          |    |  |       | 100.0   |   |  |   |         |  
|                                                                                          |  |                        |         |   |           
|Ratios:                                                                                   |  |                        |         |   |            |   |          |                      |  |   |               |    |  |       |         |   |  |   |         |  
|Ratio of earning assets to interest-bearing liabilities (gap ratio)                       |  |                        | 121.1   | % |            |   | 15.3     | %                    |  |   | 72.6          | %  |  |       | 333.5   | % |  |   | 117.8   | %
|Cumulative ratio of earning assets to interest-bearing liabilities (cumulative gap ratio) |  |                        | 121.1   | % |            |   | 72.6     | %                    |  |   | 72.6          | %  |  |       | 117.8   | % |  |   |         |  
|Interest sensitivity gap                                                                  |  | $                      | 66,443  |   |            | $ | (226,057 | )                    |  | $ | (159,614      | )  |  | $     | 285,440 |   |  | $ | 125,826 |  
|Cumulative interest sensitivity gap                                                       |  |                        | 66,443  |   |            |   | (159,614 | )                    |  |   | (159,614      | )  |  |       | 125,826 |   |  |   | 125,826 |  
|As a percent of total earnings assets                                                     |  |                        | 8.0     | % |            |   | (19.2    | )%                   |  |   | (19.2         | )% |  |       | 15.1    | % |  |   | 15.1    | %



As of December 31, 2009, approximately 50.8% of our interest-earning assets could be repriced within one year and approximately 70.0% of
interest-earning assets could be repriced within five years. Approximately 82.5% of interest-bearing liabilities could be repriced within one year and 100.0% could be repriced within five years.



33



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##### Table of Contents

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,
|                                        |  | 2010                                           |         |   | 2011 |   |        | 2012 |  |   | 2013   |   |  | 2014 |        |   | Thereafter |   |        | Total |  |   | FairValue
|                                        |  | (Dollars in thousands)                        
|Assets:                                 |  |                                                |         |   |      |   |        |      |  |   |        |   |  |      |        |   |            |   |        |       |  |   |           |   |  |   |         |   |  |   |        
|Loans, gross:                           |  |                                                |         |   |      |   |        |      |  |   |        |   |  |      |        |   |            |   |        |       |  |   |           |   |  |   |         |   |  |   |        
|Fixed rate                              |  | $                                              | 47,650  |   |      | $ | 49,407 |      |  | $ | 43,830 |   |  | $    | 38,317 |   |            | $ | 12,963 |       |  | $ | 39,198    |   |  | $ | 231,365 |   |  | $ | 231,256
|Average rate (%)                        |  |                                                | 6.87    | % |      |   | 6.57   | %    |  |   | 6.92   | % |  |      | 6.57   | % |            |   | 7.01   | %     |  |   | 5.81      | % |  |   | 6.59    | % |  |   |        
|Variable rate                           |  |                                                | 125,424 |   |      |   | 29,160 |      |  |   | 34,803 |   |  |      | 47,241 |   |            |   | 62,080 |       |  |   | 47,718    |   |  |   | 346,426 |   |  |   | 343,647
|Average rate (%)                        |  |                                                | 4.89    |   |      |   | 4.89   |      |  |   | 4.98   |   |  |      | 4.37   |   |            |   | 4.89   |       |  |   | 3.93      |   |  |   | 4.70    |   |  |   |        
|                                        |  |                                                |         |   |      |   |        |     
|Investment securities:                  |  |                                                |         |   |      |   |        |      |  |   |        |   |  |      |        |   |            |   |        |       |  |   |           |   |  |   |         |   |  |   |        
|Fixed rate                              |  |                                                | 870     |   |      |   | 979    |      |  |   | 2,293  |   |  |      | 1,514  |   |            |   | 9,371  |       |  |   | 207,336   |   |  |   | 222,363 |   |  |   | 223,963
|Average rate (%)                        |  |                                                | 7.26    |   |      |   | 6.50   |      |  |   | 5.37   |   |  |      | 5.45   |   |            |   | 3.28   |       |  |   | 4.60      |   |  |   | 4.57    |   |  |   |        
|Variable rate                           |  |                                                |        |   |      |   |       |      |  |   |       |   |  |      |       |   |            |   |       |       |  |   | 15,231    |   |  |   | 15,231  |   |  |   | 15,369 
|Average rate (%)                        |  |                                                |        |   |      |   |       |      |  |   |       |   |  |      |       |   |            |   |       |       |  |   | 2.72      |   |  |   | 2.72    |   |  |   |        
|                                        |  |                                                |         |   |      |   |        |     
|Interest-bearing deposits:              |  |                                                |         |   |      |   |        |      |  |   |        |   |  |      |        |   |            |   |        |       |  |   |           |   |  |   |         |   |  |   |        
|Variable rate                           |  |                                                | 870     |   |      |   |       |      |  |   |       |   |  |      |       |   |            |   |       |       |  |   |          |   |  |   | 870     |   |  |   | 870    
|Average rate (%)                        |  |                                                | 0.01    |   |      |   |       |      |  |   |       |   |  |      |       |   |            |   |       |       |  |   |          |   |  |   | 0.01    |   |  |   |        
|                                        |  |                                                |         |   |      |   |        |     
|Liabilities:                            |  |                                                |         |   |      |   |        |      |  |   |        |   |  |      |        |   |            |   |        |       |  |   |           |   |  |   |         |   |  |   |        
|Savings and interest- bearing checking: |  |                                                |         |   |      |   |        |      |  |   |        |   |  |      |        |   |            |   |        |       |  |   |           |   |  |   |         |   |  |   |        
|Variable rate                           |  |                                                | 161,551 |   |      |   |       |      |  |   |       |   |  |      |       |   |            |   |       |       |  |   |          |   |  |   | 161,551 |   |  |   | 161,551
|Average rate (%)                        |  |                                                | 0.69    |   |      |   |        |      |  |   |        |   |  |      |        |   |            |   |        |       |  |   |           |   |  |   | 0.69    |   |  |   |        
|                                        |  |                                                |         |   |      |   |        |     
|Certificate of deposit:                 |  |                                                |         |   |      |   |        |      |  |   |        |   |  |      |        |   |            |   |        |       |  |   |           |   |  |   |         |   |  |   |        
|Fixed rate                              |  |                                                | 396,598 |   |      |   | 61,775 |      |  |   | 28,347 |   |  |      | 457    |   |            |   | 11,733 |       |  |   |          |   |  |   | 498,910 |   |  |   | 503,827
|Average rate (%)                        |  |                                                | 1.92    |   |      |   | 2.53   |      |  |   | 2.92   |   |  |      | 2.50   |   |            |   | 3.10   |       |  |   |          |   |  |   | 2.08    |   |  |   |        
|Variable rate                           |  |                                                | 777     |   |      |   |       |      |  |   |       |   |  |      |       |   |            |   |       |       |  |   |          |   |  |   | 777     |   |  |   | 777    
|Average rate (%)                        |  |                                                | 0.50    |   |      |   |        |      |  |   |        |   |  |      |        |   |            |   |        |       |  |   |           |   |  |   | 0.50    |   |  |   |        
|                                        |  |                                                |         |   |      |   |        |     
|Short-term borrowings:                  |  |                                                |         |   |      |   |        |      |  |   |        |   |  |      |        |   |            |   |        |       |  |   |           |   |  |   |         |   |  |   |        
|Fixed rate                              |  |                                                | 20,000  |   |      |   |       |      |  |   |       |   |  |      |       |   |            |   |       |       |  |   |          |   |  |   | 20,000  |   |  |   | 20,000 
|Average rate (%)                        |  |                                                | 0.81    |   |      |   |        |      |  |   |        |   |  |      |        |   |            |   |        |       |  |   |           |   |  |   | 0.81    |   |  |   |        
|Variable rate                           |  |                                                | 2,910   |   |      |   |       |      |  |   |       |   |  |      |       |   |            |   |       |       |  |   |          |   |  |   | 2,910   |   |  |   | 2,910  
|Average rate (%)                        |  |                                                | 1.00    | % |      |   |        |      |  |   |        |   |  |      |        |   |            |   |        |       |  |   |           |   |  |   | 1.00    |   |  |   |        
|                                        |  |                                                |         |   |      |   |        |     
|Long-term borrowings:                   |  |                                                |         |   |      |   |        |      |  |   |        |   |  |      |        |   |            |   |        |       |  |   |           |   |  |   |         |   |  |   |        
|Fixed rate                              |  |                                                | 21,000  |   |      |   |       |      |  |   |       |   |  |      |       |   |            |   |       |       |  |   |          |   |  |   | 21,000  |   |  |   | 21,210 
|Average rate (%)                        |  |                                                | 3.22    |   |      |   |        |      |  |   |        |   |  |      |        |   |            |   |        |       |  |   |           |   |  |   | 3.22    |   |  |   |        



34



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##### Table of Contents

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 2009, 2008 and 2007.



Non-interest Income



|                                      |  |                         |       |      |   |       |  |   |       |  
|------------------------------------- |  | ----------------------- | ----- | ---- | - | ----- |  | - | ----- | -
|                                      |  | Year Ended December 31, |      
|                                      |  | 2009                    |       | 2008 |   | 2007  | 
|                                      |  | (Dollars in thousands)  |      
|Service charges on deposit accounts   |  | $                       | 3,652 |      | $ | 3,500 |  | $ | 3,219 |  
|Other service charges and fees        |  |                         | 1,160 |      |   | 1,367 |  |   | 1,508 |  
|Mortgage origination brokerage fees   |  |                         | 950   |      |   | 1,035 |  |   | 1,091 |  
|Net gain (loss) on sale of securities |  |                         | 2,565 |      |   | 218   |  |   | (161  | )
|Income from bank owned life insurance |  |                         | 310   |      |   | 316   |  |   | 289   |  
|Other operating income                |  |                         | 12    |      |   | 373   |  |   | 431   |  
|                                      |  |                         |       |      |   |       |  |   |       |  
|Total non-interest income             |  | $                       | 8,649 |      | $ | 6,809 |  | $ | 6,377 |  
|                                      |  |                         |       |      |   |       |  |   |       |  



Non-interest income increased
$1.8 million or 26.4% to $8.6 million compared to $6.8 million for the same period in 2008. The increase in non-interest income for the year ending December 31, 2009 is primarily the result of $2.6 million in gains on the sale of securities
compared to $218 thousand for the same period in 2008. Service charges on deposit accounts were up by $152 thousand or 4.3% as we saw an increase in cardholder fees. Other service charges and fees decreased $207 thousand or 15.1% in 2009 compared to
the prior year mainly due to decreased investment brokerage fees of $105 thousand. Mortgage origination brokerage fees decreased $85 thousand or 8.2% over 2008. Other operating income decreased $361 thousand in 2009 compared to the prior year. The
main reason for this decrease is that 2008 included a nonrecurring Visa distribution in the amount of $386 thousand.



Non-interest income increased $432 thousand or 6.8% to $6.8 million in 2008 compared to $6.4 million for the same period in 2007. The
increase in non-interest income was 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. Non-interest income in 2007
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 $281 thousand or 8.7% as we saw an increase in overdraft protection fees. Mortgage origination brokerage fees decreased $56 thousand or 5.1% over
2007.



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##### Table of Contents

Non-interest Expense



Non-interest expense increased $2.6 million or 12.6% to $23.2 million in 2009 compared to $20.6 million in 2008 and
non-interest expense increased $289 thousand or 1.4% in 2008 compared to $20.3 million in 2007. The following table presents the components of non-interest expense for 2009, 2008 and 2007.



Non-interest Expense



|                                                                          |  |                         |        |      |   |        |  |   |       
|------------------------------------------------------------------------- |  | ----------------------- | ------ | ---- | - | ------ |  | - | ------
|                                                                          |  | Year Ended December 31,
|                                                                          |  | 2009                    |        | 2008 |   | 2007  
|                                                                          |  | (Dollars in thousands) 
|Salaries                                                                  |  | $                       | 8,287  |      | $ | 8,161  |  | $ | 8,431 
|Retirement and other employee benefits                                    |  |                         | 2,488  |      |   | 2,706  |  |   | 2,503 
|Occupancy                                                                 |  |                         | 1,832  |      |   | 1,857  |  |   | 1,788 
|Equipment                                                                 |  |                         | 1,763  |      |   | 1,638  |  |   | 1,885 
|Professional fees                                                         |  |                         | 832    |      |   | 717    |  |   | 673   
|Supplies                                                                  |  |                         | 216    |      |   | 312    |  |   | 432   
|Telephone                                                                 |  |                         | 642    |      |   | 679    |  |   | 563   
|FDIC Insurance                                                            |  |                         | 1,689  |      |   | 384    |  |   | 62    
|Net cost of real estate and repossessions acquired in settlement of loans |  |                         | 1,345  |      |   | 145    |  |   | 48    
|Other outside services                                                    |  |                         | 470    |      |   | 482    |  |   | 445   
|Other                                                                     |  |                         | 3,588  |      |   | 3,552  |  |   | 3,514 
|                                                                          |  |                         |        |      |   |        |  |   |       
|Total                                                                     |  | $                       | 23,152 |      | $ | 20,633 |  | $ | 20,344
|                                                                          |  |                         |        |      |   |        |  |   |       



Expenses for salaries and benefits decreased 0.8% and 0.6% for the years ended December 31, 2009 and December 31, 2008, respectively. Salaries and benefits increased 6.5% for the year ended
December 31, 2007. The decrease in salary and benefit expenses in 2009 compared to 2008 is due to a decrease of $304 thousand in supplemental employee retirement plan expense. The decrease in 2008 is related to deferred loan origination
expense. Prior to this salary and benefits increased $589 thousand or 5.35% in 2008 compared to 2007. This increase along with the increase in 2007 is related to staff additions to accommodate our growth and additional branches. As of
December 31, 2009, we had 222 employees and operated 24 full service banking offices, a loan production office and a mortgage loan origination office.



Salary expense increased $126 thousand or 1.5% in 2009 compared to 2008. The increase is the result of general cost of living and merit
increases. Employee benefits decreased $218 thousand or 8.1% in 2009 over the prior year principally due a decrease in supplemental employee retirement plan expense and a decrease in employee incentive expense.



Equipment expense increased $124 thousand or 7.6% in 2009 mainly
due to maintenance expense increasing $73 thousand and depreciation expense increasing $34 thousand.



Professional fees, which include audit, legal and consulting fees, increased $115 thousand or 16.0% to $832 thousand for 2009 compared to
$717 thousand in 2008. Legal fees remained relatively flat only increasing $4 thousand year over year. Consulting fees increased $33 thousand in 2009 compared to 2008 mainly the result of fees associated with the search for our new president and
CEO. Audit fees increased $36 thousand during 2009 as compared to 2008 due to fees associated with an IRS audit and various fees associated with other consultations.



Supplies expense decreased $96 thousand in 2009 compared to same period of 2008 primarily the result of
decreases at our bankcard center and at our corporate office.



FDIC insurance increased $1.3 million in 2009 due to increased assessment rates and an increase in our deposit balances. Also, $405 thousand of the increase is related to the special assessment that was
levied on all banks by the FDIC.



Net cost of real
estate and repossessions acquired in settlement of loans expense increased $1.2 million to $1.3 million in 2009 compared to $145 thousand in 2008. The majority of this expense is related to the disposition of collateral on two large real estate
loans.



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##### Table of Contents

Salary expense decreased $270 thousand or 3.2% in 2008 compared to 2007. Prior to deferring
loan origination costs, 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 a change in accounting standards related to postretirement benefits.



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.



FDIC deposit insurance increased $322 thousand or 519% for 2008 compared to 2007. The primary reason for this
increase was that 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.



Income Taxes



For the year-ended December 31, 2009, we recorded income
tax benefit of $357 thousand, compared to expenses of $580 thousand and $1.7 million for the year-ended December 31, 2008 and 2007, respectively. Our effective tax rate for the years ended December 31, 2009, 2008 and 2007 was (31.2%),
14.5% and 25.8%, 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. The valuation allowance for
deferred tax assets was $43 thousand for December 31, 2009, $105 thousand for December 31, 2008 and $335 for December 31, 2007. 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 2009, 2008 and 2007 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, 2009, 2008 and 2007



Our total assets were $888.7 million at December 31, 2009, $841.9 million at December 31, 2008 and $643.9 million at
December 31, 2007. Asset growth during 2009 was funded primarily by an increase in time deposits of $76.6 million and an increase in interest bearing demand accounts of $42.9 million. For the years ended December 31, 2009 and 2008, we grew
our loans $39.0 million and $84.6 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, 2009 and 2008, we grew our deposits $125.6 million
and $102.8 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.



37



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##### Table of Contents

The following table sets forth the relative composition of our balance sheets at
December 31, 2009, 2008 and 2007.



Distribution of Assets and Liabilities



|                                            |  |                        |         |   |      |       |   |      |   |         |   |  |       |   |  |   |         |   |  |       |  
|------------------------------------------- |  | ---------------------- | ------- | - | ---- | ----- | - | ---- | - | ------- | - |  | ----- | - |  | - | ------- | - |  | ----- | -
|                                            |  | December 31,           |        
|                                            |  | 2009                   |         |   | 2008 |       |   | 2007 |  
|                                            |  | (Dollars in thousands) |        
|Assets:                                     |  |                        |         |   |      |       |   |      |   |         |   |  |       |   |  |   |         |   |  |       |  
|Loan, gross                                 |  | $                      | 577,791 |   |      | 65.0  | % |      | $ | 538,836 |   |  | 64.0  | % |  | $ | 454,198 |   |  | 70.5  | %
|Investment securities                       |  |                        | 239,332 |   |      | 26.9  |   |      |   | 239,709 |   |  | 28.4  |   |  |   | 125,888 |   |  | 19.6  |  
|Interest-bearing deposits                   |  |                        | 870     |   |      | 0.1   |   |      |   | 902     |   |  | 0.1   |   |  |   | 925     |   |  | 0.1   |  
|FHLB stock                                  |  |                        | 5,116   |   |      | 0.6   |   |      |   | 3,859   |   |  | 0.5   |   |  |   | 2,382   |   |  | 0.4   |  
|Federal funds sold                          |  |                        | 7,865   |   |      | 0.9   |   |      |   |        |   |  | 0.0   |   |  |   | 4,775   |   |  | 0.7   |  
|                                            |  |                        |         |   |      |       |   |      |   |         |   |  |       |   |  |   |         |   |  |       |  
|Total earning assets                        |  |                        | 830,974 |   |      | 93.5  |   |      |   | 783,306 |   |  | 93.0  |   |  |   | 588,168 |   |  | 91.3  |  
|Allowance for loan losses                   |  |                        | (9,725  | ) |      | (1.1  | ) |      |   | (5,931  | ) |  | (0.7  | ) |  |   | (4,083  | ) |  | (0.6  | )
|Non-interest-bearing deposits and cash      |  |                        | 9,076   |   |      | 1.0   |   |      |   | 15,897  |   |  | 1.9   |   |  |   | 16,303  |   |  | 2.5   |  
|Bank premises and equipment, net            |  |                        | 25,329  |   |      | 2.9   |   |      |   | 25,737  |   |  | 3.1   |   |  |   | 24,450  |   |  | 3.8   |  
|Other assets                                |  |                        | 33,066  |   |      | 3.7   |   |      |   | 22,842  |   |  | 2.7   |   |  |   | 19,051  |   |  | 3.0   |  
|                                            |  |                        |         |   |      |       |   |      |   |         |   |  |       |   |  |   |         |   |  |       |  
|Total assets                                |  | $                      | 888,720 |   |      | 100.0 | % |      | $ | 841,851 |   |  | 100.0 | % |  | $ | 643,889 |   |  | 100.0 | %
|                                            |  |                        |         |   |      |       |   |      |   |         |   |  |       |   |  |   |         |   |  |       |  
|                                            |  |                        |         |   |      |      
|Liabilities and Shareholders Equity:       |  |                        |         |   |      |       |   |      |   |         |   |  |       |   |  |   |         |   |  |       |  
|Demand deposits                             |  | $                      | 93,492  |   |      | 10.5  | % |      | $ | 90,197  |   |  | 10.7  | % |  | $ | 95,596  |   |  | 14.9  | %
|Savings, NOW and Money Market deposits      |  |                        | 161,551 |   |      | 18.2  |   |      |   | 115,893 |   |  | 13.8  |   |  |   | 121,839 |   |  | 18.9  |  
|Time deposits of $100,000 or more           |  |                        | 198,388 |   |      | 22.3  |   |      |   | 224,185 |   |  | 26.6  |   |  |   | 162,276 |   |  | 25.2  |  
|Other time deposits                         |  |                        | 301,299 |   |      | 33.9  |   |      |   | 198,877 |   |  | 23.6  |   |  |   | 146,650 |   |  | 22.8  |  
|                                            |  |                        |         |   |      |       |   |      |   |         |   |  |       |   |  |   |         |   |  |       |  
|Total deposits                              |  |                        | 754,730 |   |      | 84.9  |   |      |   | 629,152 |   |  | 74.7  |   |  |   | 526,361 |   |  | 81.8  |  
|Short-term borrowings                       |  |                        | 22,910  |   |      | 2.6   |   |      |   | 57,716  |   |  | 6.8   |   |  |   | 43,174  |   |  | 6.7   |  
|Long-term obligations                       |  |                        | 21,000  |   |      | 2.4   |   |      |   | 26,000  |   |  | 3.1   |   |  |   |        |   |  | 0.0   |  
|Accrued interest and other liabilities      |  |                        | 5,705   |   |      | 0.6   |   |      |   | 61,040  |   |  | 7.3   |   |  |   | 7,513   |   |  | 1.1   |  
|                                            |  |                        |         |   |      |       |   |      |   |         |   |  |       |   |  |   |         |   |  |       |  
|Total liabilities                           |  |                        | 804,345 |   |      | 90.5  |   |      |   | 773,908 |   |  | 91.9  |   |  |   | 577,048 |   |  | 89.6  |  
|Shareholders equity                        |  |                        | 84,375  |   |      | 9.5   |   |      |   | 67,943  |   |  | 8.1   |   |  |   | 66,841  |   |  | 10.4  |  
|                                            |  |                        |         |   |      |       |   |      |   |         |   |  |       |   |  |   |         |   |  |       |  
|Total liabilities and share-holders equity |  | $                      | 888,720 |   |      | 100.0 | % |      | $ | 841,851 |   |  | 100.0 | % |  | $ | 643,889 |   |  | 100.0 | %
|                                            |  |                        |         |   |      |       |   |      |   |         |   |  |       |   |  |   |         |   |  |       |  



Loans



As of December 31, 2009, total loans increased to $577.8
million, up 7.2% from total loans of $538.8 million at December 31, 2008. Construction and land development loans decreased from $132.5 million in 2008 to $125.9 million in 2009. The decrease in construction and development loans was a function
of the declining economic conditions during the past two years. Commercial and residential real estate loans increased from $299.0 million in 2008 to $335.0 million in 2009. 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, 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.



At December 31, 2009, our loan portfolio contained no
foreign loans, and we believe the portfolio is adequately diversified. Real estate loans represent approximately 79.8% of our loan portfolio. Real estate loans are primarily loans



38



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##### Table of Contents

secured by real estate, including mortgage and construction loans. Residential mortgage loans accounted for approximately $110.8 million or 24.0% of our real estate loans at December 31,
2009. 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, 2009, our ten largest loans
accounted for approximately 7.39% of our loans outstanding. As of December 31, 2009, we had outstanding loan commitments of approximately $86.7 million. The amounts of loans outstanding at the indicated dates are shown in the following table
according to loan type.



Loan Portfolio
Composition



|                                                 |  |                        |         |      |   |         |  |      |         |      |   |         |  |   |        
|------------------------------------------------ |  | ---------------------- | ------- | ---- | - | ------- |  | ---- | ------- | ---- | - | ------- |  | - | -------
|                                                 |  | 2009                   |         | 2008 |   | 2007    |  | 2006 |         | 2005
|                                                 |  | (Dollars in thousands)
|Real estateconstruction and land development    |  | $                      | 125,856 |      | $ | 132,525 |  | $    | 104,339 |      | $ | 116,279 |  | $ | 91,334 
|Real estatecommercial, residential and other(1) |  |                        | 335,004 |      |   | 298,959 |  |      | 234,812 |      |   | 211,440 |  |   | 198,931
|Installment loans                                |  |                        | 4,351   |      |   | 5,115   |  |      | 5,808   |      |   | 6,109   |  |   | 8,518  
|Overdraft plans                                  |  |                        | 2,451   |      |   | 2,214   |  |      | 2,002   |      |   | 2,167   |  |   | 2,630  
|Commercial and all other loans                   |  |                        | 110,129 |      |   | 100,023 |  |      | 107,237 |      |   | 81,948  |  |   | 85,373 
|                                                 |  |                        |         |      |   |         |  |      |         |      |   |         |  |   |        
|Total                                            |  | $                      | 577,791 |      | $ | 538,836 |  | $    | 454,198 |      | $ | 417,943 |  | $ | 386,786
|                                                 |  |                        |         |      |   |         |  |      |         |      |   |         |  |   |        



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



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, 2009. A significant majority of our loans maturing after one year reprice at two and three year intervals. In addition, approximately 60.0% of our loan portfolio is comprised of variable rate loans.



Loan Maturities at December 31, 2009



|                                              |  |                        |          |                                 |       |                   |          |       |         |  |   |        |  |   |        |  |   |        
|--------------------------------------------- |  | ---------------------- | -------- | ------------------------------- | ----- | ----------------- | -------- | ----- | ------- |  | - | ------ |  | - | ------ |  | - | -------
|                                              |  | 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 |  | $                      | 64,869   |                                 | $     | 34,079            |          | $     | 26,276  |  | $ | 322    |  | $ | 310    |  | $ | 125,856
|Real estatecommercial, residential and other |  |                        | 54,767   |                                 |       | 119,058           |          |       | 102,059 |  |   | 37,761 |  |   | 21,359 |  |   | 335,004
|Installment loans                             |  |                        | 711      |                                 |       | 30                |          |       | 3,220   |  |   |       |  |   | 390    |  |   | 4,351  
|Overdraft protection plans                    |  |                        | 1,039    |                                 |       | 483               |          |       | 202     |  |   | 30     |  |   | 697    |  |   | 2,451  
|Commercial and all other loans                |  |                        | 51,689   |                                 |       | 26,588            |          |       | 18,169  |  |   | 2,650  |  |   | 11,033 |  |   | 110,129
|                                              |  |                        |          |                                 |       |                   |          |       |         |  |   |        |  |   |        |  |   |        
|Total                                         |  | $                      | 173,075  |                                 | $     | 180,238           |          | $     | 149,926 |  | $ | 40,763 |  | $ | 33,789 |  | $ | 577,791
|                                              |  |                        |          |                                 |       |                   |          |       |         |  |   |        |  |   |        |  |   |        



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.



39



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##### Table of Contents

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, |        
|                                                         |  | 2009                    |         |   | 2008 |   |         | 2007 |  |   | 2006    |   |  | 2005 |        
|                                                         |  | (Dollars in thousands)  |        
|Total loans outstanding at end of yeargross             |  | $                       | 577,791 |   |      | $ | 538,836 |      |  | $ | 454,198 |   |  | $    | 417,943 |   |  | $ | 386,786 |  
|                                                         |  |                         |         |   |      |   |         |      |  |   |         |   |  |      |         |   |  |   |         |  
|Average loans outstandinggross                          |  | $                       | 562,095 |   |      | $ | 504,426 |      |  | $ | 431,579 |   |  | $    | 409,565 |   |  | $ | 355,755 |  
|                                                         |  |                         |         |   |      |   |         |      |  |   |         |   |  |      |         |   |  |   |         |  
|Allowance for loan losses at beginning of year           |  | $                       | 5,931   |   |      | $ | 4,083   |      |  | $ | 4,725   |   |  | $    | 4,650   |   |  | $ | 4,300   |  
|                                                         |  |                         |         |   |      |   |         |      |  |   |         |   |  |      |         |   |  |   |         |  
|                                                         |  |                         |         |   |     
|Loan charged off:                                        |  |                         |         |   |      |   |         |      |  |   |         |   |  |      |         |   |  |   |         |  
|Real estate                                              |  |                         | 7,032   |   |      |   | 381     |      |  |   | 433     |   |  |      |        |   |  |   | 12      |  
|Installment loans                                        |  |                         | 18      |   |      |   | 64      |      |  |   | 43      |   |  |      | 68      |   |  |   | 45      |  
|Credit cards and related plans                           |  |                         | 19      |   |      |   |        |      |  |   |        |   |  |      |        |   |  |   | 31      |  
|Commercial and all other loans                           |  |                         | 497     |   |      |   | 253     |      |  |   | 161     |   |  |      | 59      |   |  |   | 218     |  
|                                                         |  |                         |         |   |      |   |         |      |  |   |         |   |  |      |         |   |  |   |         |  
|Total charge-offs                                        |  |                         | 7,566   |   |      |   | 698     |      |  |   | 637     |   |  |      | 127     |   |  |   | 306     |  
|                                                         |  |                         |         |   |      |   |         |      |  |   |         |   |  |      |         |   |  |   |         |  
|                                                         |  |                         |         |   |     
|Recoveries of loans previously charged off:              |  |                         |         |   |      |   |         |      |  |   |         |   |  |      |         |   |  |   |         |  
|Real estate                                              |  |                         | 72      |   |      |   | 1       |      |  |   |        |   |  |      | 7       |   |  |   |        |  
|Installment loans                                        |  |                         | 3       |   |      |   | 4       |      |  |   | 18      |   |  |      | 16      |   |  |   | 16      |  
|Credit cards and related plans                           |  |                         | 4       |   |      |   | 9       |      |  |   |        |   |  |      | 3       |   |  |   | 18      |  
|Commercial and all other loans                           |  |                         | 181     |   |      |   | 82      |      |  |   | 76      |   |  |      | 65      |   |  |   | 1       |  
|                                                         |  |                         |         |   |      |   |         |      |  |   |         |   |  |      |         |   |  |   |         |  
|Total recoveries                                         |  |                         | 260     |   |      |   | 96      |      |  |   | 94      |   |  |      | 91      |   |  |   | 35      |  
|                                                         |  |                         |         |   |      |   |         |      |  |   |         |   |  |      |         |   |  |   |         |  
|Net charge-offs                                          |  |                         | 7,306   |   |      |   | 602     |      |  |   | 543     |   |  |      | 36      |   |  |   | 271     |  
|Provision for loan losses                                |  |                         | 11,100  |   |      |   | 2,450   |      |  |   | (99     | ) |  |      | 351     |   |  |   | 757     |  
|Adjustment for loans sold(1)                             |  |                         |        |   |      |   |        |      |  |   |        |   |  |      |        |   |  |   | (136    | )
|Adjustment for unfunded loans(2)                         |  |                         |        |   |      |   |        |      |  |   |        |   |  |      | (240    | ) |  |   |        |  
|                                                         |  |                         |         |   |      |   |         |      |  |   |         |   |  |      |         |   |  |   |         |  
|Allowance for loan losses at end of year                 |  | $                       | 9,725   |   |      | $ | 5,931   |      |  | $ | 4,083   |   |  | $    | 4,725   |   |  | $ | 4,650   |  
|                                                         |  |                         |         |   |      |   |         |      |  |   |         |   |  |      |         |   |  |   |         |  
|                                                         |  |                         |         |   |     
|Ratios:                                                  |  |                         |         |   |      |   |         |      |  |   |         |   |  |      |         |   |  |   |         |  
|Net charge-offs during year to average loans outstanding |  |                         | 1.30    | % |      |   | 0.12    | %    |  |   | 0.13    | % |  |      | 0.01    | % |  |   | 0.08    | %
|Allowance for loan losses to loans at year end(3)        |  |                         | 1.68    |   |      |   | 1.10    |      |  |   | 0.90    |   |  |      | 1.13    |   |  |   | 1.20    |  
|Allowance for loan losses to nonperforming loans         |  |                         | 66      |   |      |   | 59      |      |  |   | 877     |   |  |      | 2,568   |   |  |   | 7,154   |  



|(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 on 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 used to estimate the allowance for loan losses during the second quarter of 2007.
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



At December 31, 2009, our allowance for loan losses as a percentage of loans was 1.68%, up from 1.10% at December 31, 2008. The
increase in part reflects the increase in our historical loss rate as our charge-offs have increased during the past year. Also, the increase reflects the recognition of additional loans identified as being impaired. 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 years to impairment in each
homogeneous grouping, analysis of internal credit processes, past due loan portfolio performance and overall economic conditions, both regionally and nationally.



40



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##### Table of Contents

Historical loss calculations for each homogeneous risk group are based on a three year
average loss ratio calculation with the most recent quarters loss history included in the model. The impact is to more quickly recognize and increase the loss history in a respective grouping. For those groups with little or no loss history,
management increases the historical factor through a positive adjustment to more accurately represent current economic conditions and their potential impact on that particular loan group.



Homogeneous loan groups are assigned risk factors based on their perceived loss potential, current economic
conditions and on their respective risk ratings. The probability of loss is increased as the risk grade increases within each risk grouping to more accurately reflect the Banks exposure in that particular group of loans. The Bank utilizes a
system of eight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 analyzed
for impairment. Other groups of loans based on 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 general 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. The Bank has identified an
acceptable range for this unallocated portion to be 5%15% of the total reserve. 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.



Loans are charged-off against the Banks allowance for loan losses as soon as the loan becomes uncollectible. Unsecured loans are
considered uncollectible when no regularly scheduled monthly payment has been made within three months, the loan matured over 90 days ago and has not been renewed or extended or the borrower files for bankruptcy. Secured loans are considered
uncollectible when the liquidation of collateral is deemed to be the most likely source of repayment. Once secured loans reach 90 days past due, they are placed into non-accrual status. If the loan is deemed to be collateral dependent, the principal
balance is written down immediately to reflect the current market valuation based on current independent appraisal. Included in the write-down is the estimated expense to liquidate the property and typically an additional allowance for the
foreclosure discount. Generally, if the loan is unsecured the loan must be charged-off in full while if it is secured the loan is charged down to the net liquidation value of the collateral.



Net charge-offs of $7.3 million in 2009 increased $6.7 million
and $6.8 million when compared to 2008 and 2007, respectively. Net charge-offs from real estate secured loans were $7.0 million, $381 thousand and $433 thousand for 2009, 2008 and 2007, respectively. Asset quality remains a top priority of the Bank.
For the year ending December 31, 2009, net loan charge-offs were 1.30% of average loans compared to 0.12% for the year ending December 31, 2008. The ratio of annualized net charge-offs to average loans increased mainly due to the Bank
writing-down several large collateral dependent loans. Declining economic conditions, particularly in our southern coastal markets, resulted in an increased number of impaired collateral dependant loans which resulted in a portion of these loans
being charged-off. The increase in the allowance for loan losses to loans to 1.68% at December 31, 2009 from 1.10% at December 31, 2008 reflects the increase in our historical loss rate as our charge-offs have increased during the past
year. Also, the increase reflects the recognition of additional loans identified as being impaired. The ratio of our allowance for loan losses to nonperforming loans increased to 66% as of December 31, 2009 compared to 59% at December 31,
2008. The increase is the result of our allowance increasing approximately 64% year over year while our nonperforming loans have only increased approximately 47% year over year.



41



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##### Table of Contents

Construction, land and development (CLD) loans make up 21.8% of the Banks
loan portfolio. This sector of the economy has been particularly impacted by declines in housing activity, and has had a disproportionate impact on the credit quality of the Company. The table below shows trends of CLD loans, along with ratios
relating to their relative credit quality.



|                              |  |                      |         |   |                 |      |   |            |   |         |            |  |      |   |  |   |         |  
|----------------------------- |  | -------------------- | ------- | - | --------------- | ---- | - | ---------- | - | ------- | ---------- |  | ---- | - |  | - | ------- | -
|                              |  | CLD Loans            |         |   | All Other Loans |      |   | TotalLoans |  
|                              |  | Balance              |         |   | % of Total      |      |   | Balance    |   |         | % of Total |  |     
|                              |  | Dollars in thousands |        
|Balances at December 31, 2009 |  | $                    | 125,856 |   |                 | 21.8 | % |            | $ | 451,935 |            |  | 78.2 | % |  | $ | 577,791 |  
|Impaired loans                |  |                      | 8,959   |   |                 | 37.5 | % |            |   | 14,935  |            |  | 62.5 | % |  |   | 23,894  |  
|Allocated Reserves            |  |                      | 4,622   |   |                 | 55.6 | % |            |   | 3,694   |            |  | 44.4 | % |  |   | 8,316   |  
|YTD Net Charge-offs           |  |                      | 5,101   |   |                 | 69.8 | % |            |   | 2,205   |            |  | 30.2 | % |  |   | 7,306   |  
|Nonperforming loans (NPL)     |  |                      | 5,946   |   |                 | 40.5 | % |            |   | 8,750   |            |  | 59.5 | % |  |   | 14,696  |  
|NPL as % of loans             |  |                      | 4.7     | % |                 |      |   |            |   | 1.9     | %          |  |      |   |  |   | 2.5     | %



While balances of CLD loans make up 21.8% of the Banks loan portfolio, they represent 37.5% and 69.8% of the Banks impaired loans
and YTD net charge-offs, respectively. CLD loans represent 40.5% of the Banks nonperforming loans and 55.6% of the Banks allowance for loan loss is allocated to CLD loans.



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 real estate increased during 2009 and 2008 as declining economic conditions, particularly in our southern coastal markets, resulted in an
increased number of impaired collateral dependant loans.



Allocation of the Allowance for Loan Losses



|                               |  |                        |       |         |       |   |        |      |         |  |       |        |  |         |       |  |        |   |         |   |       |        |       |         |  |   |       |  |       |  
|------------------------------ |  | ---------------------- | ----- | ------- | ----- | - | ------ | ---- | ------- |  | ----- | ------ |  | ------- | ----- |  | ------ | - | ------- | - | ----- | ------ | ----- | ------- |  | - | ----- |  | ----- | -
|                               |  | December 31,           |      
|                               |  | 2009                   |       |         | 2008  |   |        | 2007 |         |  | 2006  |        |  | 2005    |      
|                               |  | Amount                 |       | Percent |       |   | Amount |      | Percent |  |       | Amount |  | Percent |       |  | Amount |   | Percent |   |       | Amount |       | Percent | 
|                               |  | (Dollars in thousands) |      
|Real estate                    |  | $                      | 7,572 |         | 91.0  | % |        | $    | 4,762   |  | 80.1  | %      |  | $       | 2,642 |  | 74.7   | % |         | $ | 3,630 |        | 78.4  | %       |  | $ | 3,292 |  | 75.0  | %
|Installment loans              |  |                        | 23    |         | 0.3   |   |        |      | 25      |  | 0.9   |        |  |         | 73    |  | 1.3    |   |         |   | 233   |        | 1.5   |         |  |   | 122   |  | 2.2   |  
|Credit cards and related plans |  |                        | 13    |         | 0.2   |   |        |      | 16      |  | 0.4   |        |  |         | 38    |  | 0.4    |   |         |   | 8     |        | 0.5   |         |  |   | 21    |  | 0.7   |  
|Commercial and all other loans |  |                        | 708   |         | 8.5   |   |        |      | 507     |  | 18.6  |        |  |         | 773   |  | 23.6   |   |         |   | 817   |        | 19.6  |         |  |   | 1,073 |  | 22.1  |  
|                               |  |                        |       |         |       |   |        |      |         |  |       |        |  |         |       |  |        |   |         |   |       |        |       |         |  |   |       |  |       |  
|Total allocated                |  |                        | 8,316 |         | 100.0 | % |        |      | 5,310   |  | 100.0 | %      |  |         | 3,526 |  | 100.0  | % |         |   | 4,688 |        | 100.0 | %       |  |   | 4,508 |  | 100.0 | %
|Unallocated                    |  |                        | 1,409 |         |       |   |        |      | 621     |  |       |        |  |         | 557   |  |        |   |         |   | 37    |        |       |         |  |   | 142   |  |       |  
|                               |  |                        |       |         |       |   |        |      |         |  |       |        |  |         |       |  |        |   |         |   |       |        |       |         |  |   |       |  |       |  
|Total                          |  | $                      | 9,725 |         |       |   |        | $    | 5,931   |  |       |        |  | $       | 4,083 |  |        |   |         | $ | 4,725 |        |       |         |  | $ | 4,650 |  |       |  
|                               |  |                        |       |         |       |   |        |      |         |  |       |        |  |         |       |  |        |   |         |   |       |        |       |         |  |   |       |  |       |  



Loans Considered Impaired under
SFAS No. 114



We review our
nonperforming loans and other groups of loans based on loan size or other factors for impairment. At December 31, 2009, we had loans totaling $23.9 million (which includes $14.4 million in nonperforming loans) which were considered to be
impaired compared to $16.5 million at December 31, 2008. Loans are considered impaired if, based on current information, circumstances or events, it is probable that the Bank will not collect the scheduled payments of principal and interest
when due according to the contractual terms of the loan agreement. However, treating a loan as impaired does not necessarily mean that we expect to incur a loss on that loan, and our impaired loans may include loans that currently are performing in
accordance with their terms. For example, if we believe it is probable that a loan will be collected, but not according to its original agreed upon payment schedule, we may treat that loan as impaired even though we expect that the loan will be
repaid or collected in full. As indicated in the table below, when we believe a loss is probable on a non-collateral dependent impaired loan, a portion of our reserve is allocated to that probable loss. If the loan is deemed to be collateral
dependent, the principal balance is written down immediately to reflect the current market valuation based on current independent appraisal.



42



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##### Table of Contents

The following table sets forth the number and volume of loans net of previous charge-offs
considered impaired and their associated reserve allocation, if any, at December 31, 2009.



|                                             |  |                       |  |                         |      |                   |   |    
|-------------------------------------------- |  | --------------------- |  | ----------------------- | ---- | ----------------- | - | ---
|                                             |  | Numberof Loans        |  | LoanBalancesOutstanding |      | AllocatedReserves
|                                             |  | (Dollars in millions)
|Non-accrual loans                            |  | 34                    |  | $                       | 13.0 |                   | $ | 0.7
|Restructured loans                           |  | 3                     |  |                         | 1.4  |                   |   | 0.7
|                                             |  |                       |  |                         |      |                   |   |    
|Total nonperforming loans                    |  | 37                    |  | $                       | 14.4 |                   | $ | 1.4
|                                             |  |                       |  |                         |      |                   |   |    
|Other impaired loans with allocated reserves |  | 10                    |  |                         | 3.3  |                   |   | 0.7
|Impaired loans without allocated reserves    |  | 16                    |  |                         | 6.2  |                   |   |   
|                                             |  |                       |  |                         |      |                   |   |    
|Total impaired loans                         |  | 63                    |  | $                       | 23.9 |                   | $ | 2.1
|                                             |  |                       |  |                         |      |                   |   |    



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,          
|                                                   |  | 2009                   |        | 2008 |   | 2007   |  | 2006 |     | 2005
|                                                   |  | (Dollars in thousands)
|Non-accrual loans                                  |  | $                      | 13,343 |      | $ | 9,957  |  | $    | 393 |      | $ | 130 |  | $ |  
|Loans past due 90 days or more days still accruing |  |                        |       |      |   |       |  |      |    |      |   |    |  |   |  
|Restructured loans                                 |  |                        | 1,353  |      |   | 24     |  |      | 73  |      |   | 54  |  |   | 65
|Other real estate owned & repossessions            |  |                        | 5,443  |      |   | 3,724  |  |      | 66  |      |   | 240 |  |   |  
|                                                   |  |                        |        |      |   |        |  |      |     |      |   |     |  |   |   
|Total                                              |  | $                      | 20,139 |      | $ | 13,705 |  | $    | 532 |      | $ | 424 |  | $ | 65
|                                                   |  |                        |        |      |   |        |  |      |     |      |   |     |  |   |   



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, 2009 and 2008, nonperforming assets were approximately 3.49% and 2.54%, respectively, of the loans outstanding at such
dates. The general downturn in the overall economy has contributed to the overall increase in nonperforming assets reflected at year end. The impact of our impaired loans at December 31, 2009, on our interest income was approximately $1.0
million as we would have accrued $1.3 million in interest income versus the $0.3 million 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.



43



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##### Table of Contents

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, 2009.



|                                     |  |                                            |         |                 |   |          |  |          |         |                  |   |        |  |   |       
|------------------------------------ |  | ------------------------------------------ | ------- | --------------- | - | -------- |  | -------- | ------- | ---------------- | - | ------ |  | - | ------
|                                     |  | 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 |  | $                                          | 84,906  |                 | $ | 42,750   |  | $        | 11,086  |                  | $ | 5,869  |  | $ | 25,201
|Standby letters of credit            |  |                                            | 1,837   |                 |   | 1,837    |  |          |        |                  |   |       |  |   |      
|                                     |  |                                            |         |                 |   |          |  |          |         |                  |   |        |  |   |       
|Total commercial commitments         |  | $                                          | 86,743  |                 | $ | 44,587   |  | $        | 11,086  |                  | $ | 5,869  |  | $ | 25,201
|                                     |  |                                            |         |                 |   |          |  |          |         |                  |   |        |  |   |       
|                                     | 
|                                     |  | 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                |  |                                            | 22,910  |                 |   | 22,910   |  |          |        |                  |   |       |  |   |      
|Long-term borrowings                 |  |                                            | 21,000  |                 |   |         |  |          | 13,500  |                  |   | 7,500  |  |   |      
|Operating leases                     |  |                                            | 3,055   |                 |   | 520      |  |          | 904     |                  |   | 698    |  |   | 933   
|Deposits                             |  |                                            | 754,730 |                 |   | 652,418  |  |          | 90,122  |                  |   | 12,190 |  |   |      
|                                     |  |                                            |         |                 |   |          |  |          |         |                  |   |        |  |   |       
|Total contractual obligations        |  | $                                          | 888,438 |                 | $ | 720,435  |  | $        | 115,612 |                  | $ | 26,257 |  | $ | 26,134
|                                     |  |                                            |         |                 |   |          |  |          |         |                  |   |        |  |   |       



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 $239.3 million at December 31, 2009, $239.7 million at December 31, 2008 and $125.9 million at
December 31, 2007. The balance of the investment portfolio at December 31, 2008 compared to December 31, 2009 remained flat. The increase in investment securities of $113.8 million or 90.4% from December 31, 2007 when compared to
December 31, 2008 was 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. 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.



44



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##### Table of Contents

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



Investment Portfolio
Composition



|                                                |  |                        |         |            |       |   |      |   |            |  |       |      |  |            |         |  |       |  
|----------------------------------------------- |  | ---------------------- | ------- | ---------- | ----- | - | ---- | - | ---------- |  | ----- | ---- |  | ---------- | ------- |  | ----- | -
|                                                |  | December 31,           |        
|                                                |  | 2009                   |         | Percentage |       |   | 2008 |   | Percentage |  |       | 2007 |  | Percentage |        
|                                                |  | (Dollars in thousands) |        
|Securities available-for-sale:                  |  |                        |         |            |       |   |      |   |            |  |       |      |  |            |         |  |       |  
|Government-sponsored enterprises and FFCB bonds |  | $                      | 35,843  |            | 15.0  | % |      | $ | 29,524     |  | 12.3  | %    |  | $          | 33,022  |  | 26.2  | %
|Collaterized mortgage obligations               |  |                        | 25,285  |            | 10.6  |   |      |   | 20,759     |  | 8.7   |      |  |            | 21,687  |  | 17.2  |  
|Corporate notes                                 |  |                        | 5,860   |            | 2.5   |   |      |   | 6,888      |  | 2.9   |      |  |            | 2,958   |  | 2.3   |  
|Mortgage-backed securities                      |  |                        | 125,516 |            | 52.4  |   |      |   | 148,649    |  | 62.0  |      |  |            | 31,453  |  | 25.0  |  
|Tax-exempt municipal securities                 |  |                        | 46,022  |            | 19.2  |   |      |   | 33,209     |  | 13.8  |      |  |            | 35,941  |  | 28.6  |  
|Equity securities                               |  |                        | 806     |            | 0.3   |   |      |   | 680        |  | 0.3   |      |  |            | 827     |  | 0.7   |  
|                                                |  |                        |         |            |       |   |      |   |            |  |       |      |  |            |         |  |       |  
|Total investments                               |  | $                      | 239,332 |            | 100.0 | % |      | $ | 239,709    |  | 100.0 | %    |  | $          | 125,888 |  | 100.0 | %
|                                                |  |                        |         |            |       |   |      |   |            |  |       |      |  |            |         |  |       |  



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 |  | $                      |      |   |                           | $ |      |                          |  | $ | 7,166                         |   |  | $            | 20,392  |   |             |   | 8,285  |   |  | $ | 35,843  |  
|                                                |  |                        |      | % |                           |   |      | %                        |  |   | 2.74                          | % |  |              | 3.70    | % |             |   | 4.70   | % |  |   | 3.74    | %
|Collaterized mortgage obligations(1)            |  |                        | 188   |   |                           |   | 1,488 |                          |  |   | 20,121                        |   |  |              | 3,488   |   |             |   |       |   |  |   | 25,285  |  
|                                                |  |                        | 4.96  |   |                           |   | 2.90  |                          |  |   | 4.38                          |   |  |              | 3.86    |   |             |   |       |   |  |   | 4.23    |  
|Corporate notes                                 |  |                        |      |   |                           |   |      |                          |  |   |                              |   |  |              | 5,860   |   |             |   |       |   |  |   | 5,860   |  
|                                                |  |                        |      |   |                           |   |      |                          |  |   |                              |   |  |              | 5.95    |   |             |   |       |   |  |   | 5.95    |  
|Mortgage-backed securities(1)                   |  |                        | 1,154 |   |                           |   | 3,600 |                          |  |   | 53,812                        |   |  |              | 54,057  |   |             |   | 12,893 |   |  |   | 125,516 |  
|                                                |  |                        | 5.50  |   |                           |   | 5.69  |                          |  |   | 3.94                          |   |  |              | 4.12    |   |             |   | 4.39   |   |  |   | 4.13    |  
|Tax-exempt municipal securities(2)              |  |                        | 497   |   |                           |   | 378   |                          |  |   | 7,343                         |   |  |              | 18,449  |   |             |   | 19,355 |   |  |   | 46,022  |  
|                                                |  |                        | 7.22  |   |                           |   | 7.31  |                          |  |   | 5.44                          |   |  |              | 5.70    |   |             |   | 5.72   |   |  |   | 5.70    |  
|Equity securities(3)                            |  |                        |      |   |                           |   |      |                          |  |   |                              |   |  |              |        |   |             |   | 806    |   |  |   | 806     |  
|                                                |  |                        |      |   |                           |   |      |                          |  |   |                              |   |  |              |        |   |             |   | 11.13  |   |  |   | 11.13   |  
|                                                |  |                        |       |   |                           |   |       |                          |  |   |                               |   |  |              |         |   |             |   |        |   |  |   |         |  
|Total investments                               |  | $                      | 1,839 |   |                           | $ | 5,466 |                          |  | $ | 88,442                        |   |  | $            | 102,246 |   |             | $ | 41,339 |   |  | $ | 239,332 |  
|                                                |  |                        |       |   |                           |   |       |                          |  |   |                               |   |  |              |         |   |             |   |        |   |  |   |         |  
|                                                |  |                        | 5.93  | % |                           |   | 5.02  | %                        |  |   | 4.07                          | % |  |              | 4.42    | % |             |   | 5.23   | % |  |   | 4.46    | %
|                                                |  |                        |       |   |                           |   |       |                          |  |   |                               |   |  |              |         |   |             |   |        |   |  |   |         |  



|(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 2009.
|--- |  | -----------------------------------------------------------



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, 2009, 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.



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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, 2009, we owned
securities from issuers in which the aggregate amortized cost from such issuers exceeded 10% of our shareholders equity. As of December 31, 2009 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    |  | $                      | 60,315 |              | $ | 60,866
|Federal Home Loan Mortgage Corporation   |  |                        | 36,597 |              |   | 37,011
|Federal Home Loan Banks                  |  |                        | 14,045 |              |   | 13,860
|Government National Mortgage Association |  |                        | 30,023 |              |   | 30,336
|Federal Farm Credit Banks                |  |                        | 11,992 |              |   | 11,907
|Small Business Administration            |  |                        | 32,338 |              |   | 32,665



At December 31, 2009, we held $8.7 million in bank owned life insurance, compared to $8.3 million at December 31, 2008.



Deposits



Deposits increased to $754.7 million, up 19.9% as of
December 31, 2009 compared to deposits of $629.2 million at December 31, 2008. Non-interest-bearing deposits increased $3.3 million from year-end 2008 to year-end 2009, while total interest-bearing deposits increased $122.3 million over
the same period. The most significant increases in deposits are attributed to time deposits, including wholesale time deposits, which increased $76.6 million year over year. Time deposits of less than $100,000 increased $102.4 million while time
deposits of $100,000 or more decreased $25.8 million. 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. We anticipate that our deposits
will continue to increase throughout 2010.



Total
deposits at December 31, 2008 increased $102.8 million or 19.5% compared to total 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. Time deposits increased $114.1 million during 2008 of which $61.9 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, 2009, 2008, and 2007 are summarized below.



Average Deposits



|                                 |  |                         |         |      |      |   |                |      |         |  |      |                |  |      |         |  |      |  
|-------------------------------- |  | ----------------------- | ------- | ---- | ---- | - | -------------- | ---- | ------- |  | ---- | -------------- |  | ---- | ------- |  | ---- | -
|                                 |  | Year ended December 31, |        
|                                 |  | 2009                    |         |      | 2008 |   |                | 2007 |        
|                                 |  | AverageBalance          |         | Rate |      |   | AverageBalance |      | Rate    |  |      | AverageBalance |  | Rate |        
|                                 |  | (Dollars in thousands)  |        
|Interest-bearing demand deposits |  | $                       | 112,971 |      | 0.74 | % |                | $    | 96,032  |  | 0.93 | %              |  | $    | 95,008  |  | 1.87 | %
|Savings deposits                 |  |                         | 18,429  |      | 0.25 |   |                |      | 17,870  |  | 0.49 |                |  |      | 18,740  |  | 0.50 |  
|Time deposits                    |  |                         | 476,480 |      | 2.54 |   |                |      | 374,407 |  | 4.09 |                |  |      | 303,927 |  | 5.02 |  
|                                 |  |                         |         |      |      |   |                |      |         |  |      |                |  |      |         |  |      |  
|Total interest-bearing deposits  |  |                         | 607,880 |      | 2.13 |   |                |      | 488,309 |  | 3.33 |                |  |      | 417,675 |  | 4.10 |  
|Non-interest-bearing deposits    |  |                         | 90,732  |      |      |   |                |      | 90,031  |  |      |                |  |      | 94,397  |  |      |  
|                                 |  |                         |         |      |      |   |                |      |         |  |      |                |  |      |         |  |      |  
|Total deposits                   |  | $                       | 698,612 |      | 1.85 | % |                | $    | 578,340 |  | 2.81 | %              |  | $    | 512,072 |  | 3.33 | %
|                                 |  |                         |         |      |      |   |                |      |         |  |      |                |  |      |         |  |      |  



For the years ended
December 31, 2009, 2008 and 2007, our average non-interest-bearing deposits have been approximately 13.0%, 15.6% and 18.4%, respectively of our average total deposits. Owing to our loan growth, during 2009 we continued to look to the wholesale
funds market to augment our core funding. We subscribe to an Internet bulletin



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board service to advertise our deposit rates. At year-end 2009 and 2008, we had approximately $140.8 million and $134.5 million, respectively, in these types of deposits, most of which have a
maturity of two years or less.



As of
December 31, 2009, we held approximately $87.9 million in time deposits of $100,000 or more of individuals, local governments or municipal entities and $110.5 million of wholesale deposits of $100,000 or more. Non-brokered time deposits less
than $100,000 were approximately $239.5 million at December 31, 2009. The following table is a maturity schedule of our time deposits as of December 31, 2009.



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 |  | $                      | 36,570  |           | $ | 23,896     |  | $             | 118,618 |       | $ | 60,399  |  | $ | 239,483
|Non-wholesale time certificates of deposit of $100,000 or more   |  |                        | 37,247  |           |   | 16,094     |  |               | 29,114  |       |   | 5,442   |  |   | 87,897 
|Wholesale time certificates of deposit of less than $100,000     |  |                        | 9,434   |           |   | 9,536      |  |               | 26,165  |       |   | 16,681  |  |   | 61,816 
|Wholesale time certificates of deposit of $100,000 or more       |  |                        | 47,208  |           |   | 25,156     |  |               | 18,338  |       |   | 19,789  |  |   | 110,491
|                                                                 |  |                        |         |           |   |            |  |               |         |       |   |         |  |   |        
|Total time deposits                                              |  | $                      | 130,459 |           | $ | 74,682     |  | $             | 192,235 |       | $ | 102,311 |  | $ | 499,687
|                                                                 |  |                        |         |           |   |            |  |               |         |       |   |         |  |   |        



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 $22.9
million on December 31, 2009, compared to $57.7 million on December 31, 2008, a decrease of $34.8 million. Our short-term advances from FHLB decreased $14.0 million while repurchase agreements decreased $6.3 million and sweep accounts
decreased $1.5 million from December 31, 2008 to December 31, 2009. Federal funds purchased decreased $13.0 million from December 31, 2008 to December 31, 2009.



The following table details the maturities and rates of our borrowings from the FHLB, as of December 31,
2009.



|                       |  |            |  |           |  |         |  |      |  |                  
|---------------------- |  | ---------- |  | --------- |  | ------- |  | ---- |  | -----------------
|Borrow Date            |  | Type       |  | Principal |  | Term    |  | Rate |  | Maturity         
|(Dollars in thousands)
|December 31, 2009      |  | Fixed rate |  | 15,000    |  | 30 days |  | 0.23 |  | January 29, 2010 
|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: $ 41,000              Composite rate: 2.05%



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 $21.0 million on December 31, 2009, compared to $26.0 million long-term FHLB advances on December 31, 2008. The decrease of $5.0 million in long-term FHLB
advances is due to $5.0 million being reclassed to short-term borrowing.



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



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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 2009 the Bank relied more heavily on wholesale time
deposits to meet our liquidity needs. Wholesale deposits increased $37.8 million from December 31, 2008 to December 31, 2009 primarily because of increased use of internet deposits and the use of a wholesale time deposit placement network.
The Bank intends to focus on increasing core deposits in order to decrease the amount of 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 $177.7 million, $168.6 million and $128.8 million of advances from the FHLB at December 31, 2009, 2008 and 2007,
respectively. At December 31, 2009, we had outstanding FHLB advances totaling $41.0 million compared to $60.0 million and $28.0 million at December 31, 2008 and 2007, 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, 2009, we owned 51,160
shares of the FHLBs $100 par value capital stock, compared to 38,591 and 23,822 shares at December 31, 2008 and 2007, 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 $36.0 million available to us at December 31, 2009 under which we can borrow funds to meet short-term liquidity needs. At December 31, 2009, we did not have any advances 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,
2009, 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



As of December 31, 2009, our total shareholders equity was $84.4 million (consisting of common shareholders equity of $67.3
million and preferred stock of $17.1 million) compared with total shareholders equity of $67.9 million as of December 31, 2008 (consisting of common shareholders equity of $67.9 million and no preferred stock). 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 Series A Preferred Stock. 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 a warrant to purchase 144,984 shares of the Companys common stock. The Company
received $17,949,000 in cash.



Common
shareholders equity decreased by approximately $0.6 million to $67.3 million at December 31, 2009 from $67.9 million at December 31, 2008. We experienced net income in 2009 of $1.5 million and recognized stock compensation of
$85 thousand on restricted stock awards and stock options. We had a decrease in net unrealized gains on available-for-sale securities of $205 thousand. We declared cash dividends of $2.1 million on our common shares or $0.73 per share during
2009 and dividends of $745 thousand on preferred shares.



Common 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 2008 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 a change in accounting standards related to postretirement benefits on January 1, 2008, which was reflected as a cumulative effect adjustment to retained earnings.



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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, 2009:                 |  |                                                              |       |   |                                            |   |      |          |  |       |             |  |       |  
|Tier 1 Capital (to Average Assets)       |  | 3                                                            | 5.00  | % |                                            | 3 | 3.00 | %        |  | 9.59  | %           |  | 7.53  | %
|Tier 1 Capital (to Risk Weighted Assets) |  | 3                                                            | 6.00  |   |                                            | 3 | 4.00 |          |  | 12.77 |             |  | 10.03 |  
|Total Capital (to Risk Weighted Assets)  |  | 3                                                            | 10.00 |   |                                            | 3 | 8.00 |          |  | 14.02 |             |  | 11.28 |  
|As of December 31, 2008:                 |  |                                                              |       |   |                                            |   |      |          |  |       |             |  |       |  
|Tier 1 Capital (to Average Assets)       |  | 3                                                            | 5.00  | % |                                            | 3 | 3.00 | %        |  | 8.65  | %           |  | 8.65  | %
|Tier 1 Capital (to Risk Weighted Assets) |  | 3                                                            | 6.00  |   |                                            | 3 | 4.00 |          |  | 10.83 |             |  | 10.83 |  
|Total Capital (to Risk Weighted Assets)  |  | 3                                                            | 10.00 |   |                                            | 3 | 8.00 |          |  | 11.80 |             |  | 11.80 |  





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.



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##### Table of Contents

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.



|                                                 |  |                                               |           |    |              |   |           |               |  |   |              |   |  |               |           |   |              |   |           |               |  |   |              |   |  |   |           |   |  |   |           |  
|------------------------------------------------ |  | --------------------------------------------- | --------- | -- | ------------ | - | --------- | ------------- |  | - | ------------ | - |  | ------------- | --------- | - | ------------ | - | --------- | ------------- |  | - | ------------ | - |  | - | --------- | - |  | - | --------- | -
|                                                 |  | 2009                                          |           |    | 2008         |  
|                                                 |  | FourthQuarter                                 |           |    | ThirdQuarter |   |           | SecondQuarter |  |   | FirstQuarter |   |  | FourthQuarter |           |   | ThirdQuarter |   |           | SecondQuarter |  |   | FirstQuarter |  
|                                                 |  | (Dollars in thousands, except per share data) |          
|Summary of Operations                            |  |                                               |           |    |              |   |           |               |  |   |              |   |  |               |           |   |              |   |           |               |  |   |              |   |  |   |           |   |  |   |           |  
|                                                 |  |                                               |           |    |              |   |           |              
|Income Statement Data:                           |  |                                               |           |    |              |   |           |               |  |   |              |   |  |               |           |   |              |   |           |               |  |   |              |   |  |   |           |   |  |   |           |  
|Interest income                                  |  | $                                             | 10,051    |    |              | $ | 10,320    |               |  | $ | 10,305       |   |  | $             | 10,229    |   |              | $ | 9,712     |               |  | $ | 9,874        |   |  | $ | 9,828     |   |  | $ | 9,684     |  
|Interest expense(1)                              |  |                                               | 3,033     |    |              |   | 3,244     |               |  |   | 3,663        |   |  |               | 4,217     |   |              |   | 5,056     |               |  |   | 4,574        |   |  |   | 4,481     |   |  |   | 4,714     |  
|Net interest income                              |  |                                               | 7,018     |    |              |   | 7,076     |               |  |   | 6,642        |   |  |               | 6,012     |   |              |   | 4,656     |               |  |   | 5,300        |   |  |   | 5,347     |   |  |   | 4,970     |  
|Provision for loan losses                        |  |                                               | 5,675     |    |              |   | 2,675     |               |  |   | 2,000        |   |  |               | 750       |   |              |   | 1,110     |               |  |   | 440          |   |  |   | 570       |   |  |   | 330       |  
|Net interest income after provision              |  |                                               | 1,343     |    |              |   | 4,401     |               |  |   | 4,642        |   |  |               | 5,262     |   |              |   | 3,546     |               |  |   | 4,860        |   |  |   | 4,777     |   |  |   | 4,640     |  
|Non-interest income(2)                           |  |                                               | 3,024     |    |              |   | 1,926     |               |  |   | 1,763        |   |  |               | 1,936     |   |              |   | 1,219     |               |  |   | 1,865        |   |  |   | 1,727     |   |  |   | 1,998     |  
|Non-interest expense(3)                          |  |                                               | 6,117     |    |              |   | 6,135     |               |  |   | 5,455        |   |  |               | 5,445     |   |              |   | 4,792     |               |  |   | 5,476        |   |  |   | 5,108     |   |  |   | 5,257     |  
|Income (loss) before income taxes                |  |                                               | (1,750    | )  |              |   | 192       |               |  |   | 950          |   |  |               | 1,753     |   |              |   | (27       | )             |  |   | 1,249        |   |  |   | 1,396     |   |  |   | 1,381     |  
|Income taxes                                     |  |                                               | (853      | )  |              |   | (154      | )             |  |   | 150          |   |  |               | 500       |   |              |   | (289      | )             |  |   | 240          |   |  |   | 294       |   |  |   | 335       |  
|Net income(loss)                                 |  |                                               | (897      | )  |              |   | 346       |               |  |   | 800          |   |  |               | 1,253     |   |              |   | 262       |               |  |   | 1,009        |   |  |   | 1,102     |   |  |   | 1,046     |  
|Preferred stock dividend & accretion of discount |  |                                               | 265       |    |              |   | 263       |               |  |   | 268          |   |  |               | 207       |   |              |   |          |               |  |   |             |   |  |   |          |   |  |   |          |  
|Net income available to common shareholders      |  |                                               | (1,162    | )  |              |   | 83        |               |  |   | 532          |   |  |               | 1,046     |   |              |   | 262       |               |  |   | 1,009        |   |  |   | 1,102     |   |  |   | 1,046     |  
|                                                 |  |                                               |           |    |              |   |           |              
|Per Share Data and Shares Outstanding:           |  |                                               |           |    |              |   |           |               |  |   |              |   |  |               |           |   |              |   |           |               |  |   |              |   |  |   |           |   |  |   |           |  
|Net income (loss)basic                          |  | $                                             | (0.41     | )  |              | $ | 0.03      |               |  | $ | 0.19         |   |  | $             | 0.37      |   |              | $ | 0.09      |               |  | $ | 0.35         |   |  | $ | 0.38      |   |  | $ | 0.36      |  
|Net income (loss)diluted                        |  |                                               | (0.41     | )  |              |   | 0.03      |               |  |   | 0.19         |   |  |               | 0.37      |   |              |   | 0.09      |               |  |   | 0.35         |   |  |   | 0.38      |   |  |   | 0.36      |  
|Cash dividends                                   |  |                                               | 0.1825    |    |              |   | 0.1825    |               |  |   | 0.1825       |   |  |               | 0.1825    |   |              |   | 0.1825    |               |  |   | 0.1825       |   |  |   | 0.1825    |   |  |   | 0.1825    |  
|Book value at period end                         |  |                                               | 23.62     |    |              |   | 24.88     |               |  |   | 24.17        |   |  |               | 24.58     |   |              |   | 23.89     |               |  |   | 22.88        |   |  |   | 22.43     |   |  |   | 23.30     |  
|Shares outstanding at period end                 |  |                                               | 2,847,881 |    |              |   | 2,847,881 |               |  |   | 2,844,489    |   |  |               | 2,844,489 |   |              |   | 2,844,489 |               |  |   | 2,887,996    |   |  |   | 2,888,896 |   |  |   | 2,909,699 |  
|                                                 |  |                                               |           |    |              |   |           |              
|Balance Sheet Data:                              |  |                                               |           |    |              |   |           |               |  |   |              |   |  |               |           |   |              |   |           |               |  |   |              |   |  |   |           |   |  |   |           |  
|Total assets                                     |  | $                                             | 888,720   |    |              | $ | 858,737   |               |  | $ | 877,465      |   |  | $             | 865,383   |   |              | $ | 841,851   |               |  | $ | 767,768      |   |  | $ | 738,040   |   |  | $ | 714,562   |  
|Investments                                      |  |                                               | 239,332   |    |              |   | 218,591   |               |  |   | 232,521      |   |  |               | 247,663   |   |              |   | 239,709   |               |  |   | 154,077      |   |  |   | 157,589   |   |  |   | 160,874   |  
|Loans                                            |  |                                               | 577,791   |    |              |   | 573,837   |               |  |   | 566,601      |   |  |               | 550,639   |   |              |   | 538,836   |               |  |   | 524,337      |   |  |   | 516,492   |   |  |   | 485,774   |  
|Interest-earning assets                          |  |                                               | 830,974   |    |              |   | 800,015   |               |  |   | 815,778      |   |  |               | 806,045   |   |              |   | 783,306   |               |  |   | 704,524      |   |  |   | 679,708   |   |  |   | 661,182   |  
|Deposits                                         |  |                                               | 754,730   |    |              |   | 696,633   |               |  |   | 703,467      |   |  |               | 688,082   |   |              |   | 629,152   |               |  |   | 619,019      |   |  |   | 578,273   |   |  |   | 555,591   |  
|Long-term obligations                            |  |                                               | 21,000    |    |              |   | 21,000    |               |  |   | 21,000       |   |  |               | 21,000    |   |              |   | 26,000    |               |  |   | 26,000       |   |  |   | 26,000    |   |  |   | 26,000    |  
|Shareholders equity                             |  |                                               | 84,375    |    |              |   | 87,936    |               |  |   | 85,792       |   |  |               | 86,925    |   |              |   | 67,943    |               |  |   | 66,086       |   |  |   | 64,806    |   |  |   | 67,798    |  
|                                                 |  |                                               |           |    |              |   |           |              
|Selected Performance Ratios:                     |  |                                               |           |    |              |   |           |               |  |   |              |   |  |               |           |   |              |   |           |               |  |   |              |   |  |   |           |   |  |   |           |  
|Rate of return (annualized) on:                  |  |                                               |           |    |              |   |           |               |  |   |              |   |  |               |           |   |              |   |           |               |  |   |              |   |  |   |           |   |  |   |           |  
|Total assets                                     |  |                                               | (0.41     | )% |              |   | 0.16      | %             |  |   | 0.37         | % |  |               | 0.58      | % |              |   | 0.14      | %             |  |   | 0.54         | % |  |   | 0.61      | % |  |   | 0.62      | %
|Shareholders equity                             |  |                                               | (4.09     | )  |              |   | 1.59      |               |  |   | 3.64         |   |  |               | 5.98      |   |              |   | 1.59      |               |  |   | 6.23         |   |  |   | 6.52      |   |  |   | 6.17      |  
|Dividend payout ratio                            |  |                                               | (44.51    | )  |              |   | 608.33    |               |  |   | 96.05        |   |  |               | 49.32     |   |              |   | 202.78    |               |  |   | 52.14        |   |  |   | 48.03     |   |  |   | 50.69     |  



|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 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.
|-- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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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.



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Item 8.    Financial Statements and
Supplementary Data





INDEX TO CONSOLIDATED FINANCIAL STATEMENTS



|                                                                                                                 |  |     
|---------------------------------------------------------------------------------------------------------------- |  | ----
|                                                                                                                 |  | Page
|Audited Financial Statements for the years ended December 31, 2009, 2008 and 2007                                |  |     
|                                                                                                                 | 
|Report of Dixon Hughes PLLC                                                                                      |  | 53  
|                                                                                                                 | 
|Consolidated Balance Sheets as of December 31, 2009 and 2008                                                     |  | 54  
|                                                                                                                 | 
|Consolidated Statements of Income for the years ended December 31, 2009, 2008 and
2007                           |  | 55  
|                                                                                                                 | 
|Consolidated Statements of Changes in Shareholders Equity for the years ended December 
31, 2009, 2008 and 2007 |  | 56  
|                                                                                                                 | 
|Consolidated Statements of Cash Flows for the years ended December 31, 2009, 2008 and
2007                       |  | 57  
|                                                                                                                 | 
|Notes to Consolidated Financial StatementsDecember 31, 2009 and 2008                                            |  | 59  



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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, 2009 and 2008 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, 2009. 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, 2009 and 2008, and the results of their operations and their cash flows for each of the years in the three-year period ended December 31, 2009, 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, 2009, based
on criteria established inInternal ControlIntegrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated March 16, 2010 expressed an unqualified opinion.



LOGO



Greenville, North Carolina

March 16, 2010



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ECB BANCORP, INC. AND SUBSIDIARY



CONSOLIDATED BALANCE SHEETS

DECEMBER 31, 2009 AND 2008

(Dollars in
thousands, except per share data)



|                                                                                                                                    |  |      |            |   |      |   |            |  
|----------------------------------------------------------------------------------------------------------------------------------- |  | ---- | ---------- | - | ---- | - | ---------- | -
|                                                                                                                                    |  | 2009 |            |   | 2008 |  
|ASSETS                                                                                                                              |  |      |            |   |      |   |            |  
|Non-interest bearing deposits and cash                                                                                              |  | $    | 9,076      |   |      | $ | 15,897     |  
|Interest-bearing deposits                                                                                                           |  |      | 870        |   |      |   | 902        |  
|Overnight investments                                                                                                               |  |      | 7,865      |   |      |   |           |  
|                                                                                                                                    |  |      |            |   |      |   |            |  
|Total cash and cash equivalents                                                                                                     |  |      | 17,811     |   |      |   | 16,799     |  
|                                                                                                                                    |  |      |            |   |      |   |            |  
|Investment securities available-for-sale, at fair value (cost of $237,594 and $237,638 at December 31, 2009 and 2008,
respectively) |  |      | 239,332    |   |      |   | 239,709    |  
|Loans                                                                                                                               |  |      | 577,791    |   |      |   | 538,836    |  
|Allowance for loan losses                                                                                                           |  |      | (9,725     | ) |      |   | (5,931     | )
|                                                                                                                                    |  |      |            |   |      |   |            |  
|Loans, net                                                                                                                          |  |      | 568,066    |   |      |   | 532,905    |  
|                                                                                                                                    |  |      |            |   |      |   |            |  
|Real estate and repossessions acquired in settlement of loans, net                                                                  |  |      | 5,443      |   |      |   | 3,724      |  
|Federal Home Loan Bank common stock, at cost                                                                                        |  |      | 5,116      |   |      |   | 3,859      |  
|Bank premises and equipment, net                                                                                                    |  |      | 25,329     |   |      |   | 25,737     |  
|Accrued interest receivable                                                                                                         |  |      | 4,967      |   |      |   | 4,663      |  
|Bank owned life insurance                                                                                                           |  |      | 8,657      |   |      |   | 8,347      |  
|Other assets                                                                                                                        |  |      | 13,999     |   |      |   | 6,108      |  
|                                                                                                                                    |  |      |            |   |      |   |            |  
|Total                                                                                                                               |  | $    | 888,720    |   |      | $ | 841,851    |  
|                                                                                                                                    |  |      |            |   |      |   |            |  
|LIABILITIES AND SHAREHOLDERS EQUITY                                                                                                |  |      |            |   |      |   |            |  
|Deposits                                                                                                                            |  |      |            |   |      |   |            |  
|Demand, non-interest-bearing                                                                                                        |  | $    | 93,492     |   |      | $ | 90,197     |  
|Demand, interest-bearing                                                                                                            |  |      | 141,956    |   |      |   | 99,011     |  
|Savings                                                                                                                             |  |      | 19,595     |   |      |   | 16,882     |  
|Time                                                                                                                                |  |      | 499,687    |   |      |   | 423,062    |  
|                                                                                                                                    |  |      |            |   |      |   |            |  
|Total deposits                                                                                                                      |  |      | 754,730    |   |      |   | 629,152    |  
|                                                                                                                                    |  |      |            |   |      |   |            |  
|                                                                                                                                    |  |     
|Payable, settlement for securities purchased                                                                                        |  |      |           |   |      |   | 53,426     |  
|Accrued interest payable                                                                                                            |  |      | 1,121      |   |      |   | 2,889      |  
|Short-term borrowings                                                                                                               |  |      | 22,910     |   |      |   | 57,716     |  
|Long-term obligations                                                                                                               |  |      | 21,000     |   |      |   | 26,000     |  
|Other liabilities                                                                                                                   |  |      | 4,584      |   |      |   | 4,725      |  
|                                                                                                                                    |  |      |            |   |      |   |            |  
|Total liabilities                                                                                                                   |  |      | 804,345    |   |      |   | 773,908    |  
|                                                                                                                                    |  |      |            |   |      |   |            |  
|                                                                                                                                    |  |     
|Commitments and contingent liabilities                                                                                              |  |      |            |   |      |   |            |  
|                                                                                                                                    |  |     
|SHAREHOLDERS EQUITY                                                                                                                |  |      |            |   |      |   |            |  
|Preferred stock, Series A                                                                                                           |  |      | 17,122     |   |      |   |           |  
|Common stock, par value $3.50 per share                                                                                             |  |      | 9,968      |   |      |   | 9,956      |  
|Capital surplus                                                                                                                     |  |      | 25,803     |   |      |   | 25,707     |  
|Warrant                                                                                                                             |  |      | 878        |   |      |   |           |  
|Retained earnings                                                                                                                   |  |      | 29,555     |   |      |   | 31,026     |  
|Accumulated other comprehensive income                                                                                              |  |      | 1,049      |   |      |   | 1,254      |  
|                                                                                                                                    |  |      |            |   |      |   |            |  
|Total shareholders equity                                                                                                          |  |      | 84,375     |   |      |   | 67,943     |  
|                                                                                                                                    |  |      |            |   |      |   |            |  
|Total                                                                                                                               |  | $    | 888,720    |   |      | $ | 841,851    |  
|                                                                                                                                    |  |      |            |   |      |   |            |  
|Common shares outstanding                                                                                                           |  |      | 2,847,881  |   |      |   | 2,844,489  |  
|Common shares authorized                                                                                                            |  |      | 10,000,000 |   |      |   | 10,000,000 |  
|Preferred shares outstanding                                                                                                        |  |      | 17,949     |   |      |   |           |  
|Preferred shares authorized                                                                                                         |  |      | 2,000,000  |   |      |   |           |  



See accompanying Notes to Consolidated Financial Statements.



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ECB BANCORP, INC. AND SUBSIDIARY



CONSOLIDATED STATEMENTS OF INCOME

FOR THE YEARS ENDED DECEMBER 31, 2009, 2008 AND 2007

(Dollars in thousands, except per share data)



|                                                                          |  |      |           |   |      |   |           |  |   |           |  
|------------------------------------------------------------------------- |  | ---- | --------- | - | ---- | - | --------- |  | - | --------- | -
|                                                                          |  | 2009 |           |   | 2008 |   | 2007      | 
|INTEREST INCOME                                                           |  |      |           |   |      |   |           |  |   |           |  
|Interest and fees on loans                                                |  | $    | 30,595    |   |      | $ | 31,104    |  | $ | 33,497    |  
|Interest on investment securities:                                        |  |      |           |   |      |   |           |  |   |           |  
|Interest exempt from federal income taxes                                 |  |      | 1,406     |   |      |   | 1,305     |  |   | 1,225     |  
|Taxable interest income                                                   |  |      | 8,774     |   |      |   | 6,215     |  |   | 4,384     |  
|Dividend income                                                           |  |      | 127       |   |      |   | 217       |  |   | 137       |  
|Other interest                                                            |  |      | 3         |   |      |   | 257       |  |   | 549       |  
|                                                                          |  |      |           |   |      |   |           |  |   |           |  
|Total interest income                                                     |  |      | 40,905    |   |      |   | 39,098    |  |   | 39,792    |  
|                                                                          |  |      |           |   |      |   |           |  |   |           |  
|INTEREST EXPENSE                                                          |  |      |           |   |      |   |           |  |   |           |  
|Deposits                                                                  |  |      |           |   |      |   |           |  |   |           |  
|Demand accounts                                                           |  |      | 833       |   |      |   | 894       |  |   | 1,779     |  
|Savings                                                                   |  |      | 46        |   |      |   | 87        |  |   | 94        |  
|Time                                                                      |  |      | 12,079    |   |      |   | 15,295    |  |   | 15,256    |  
|Short-term borrowings                                                     |  |      | 462       |   |      |   | 1,545     |  |   | 2,306     |  
|Long-term obligations                                                     |  |      | 707       |   |      |   | 654       |  |   |          |  
|Other interest expense                                                    |  |      | 30        |   |      |   | 350       |  |   |          |  
|                                                                          |  |      |           |   |      |   |           |  |   |           |  
|Total interest expense                                                    |  |      | 14,157    |   |      |   | 18,825    |  |   | 19,435    |  
|                                                                          |  |      |           |   |      |   |           |  |   |           |  
|Net interest income                                                       |  |      | 26,748    |   |      |   | 20,273    |  |   | 20,357    |  
|Provision for loan losses                                                 |  |      | 11,100    |   |      |   | 2,450     |  |   | (99       | )
|                                                                          |  |      |           |   |      |   |           |  |   |           |  
|Net interest income after provision for loan losses                       |  |      | 15,648    |   |      |   | 17,823    |  |   | 20,456    |  
|                                                                          |  |      |           |   |      |   |           |  |   |           |  
|NON-INTEREST INCOME                                                       |  |      |           |   |      |   |           |  |   |           |  
|Service charges on deposit accounts                                       |  |      | 3,652     |   |      |   | 3,500     |  |   | 3,219     |  
|Other service charges and fees                                            |  |      | 1,160     |   |      |   | 1,367     |  |   | 1,508     |  
|Mortgage origination brokerage fees                                       |  |      | 950       |   |      |   | 1,035     |  |   | 1,091     |  
|Net gain (loss) on sale of securities                                     |  |      | 2,565     |   |      |   | 218       |  |   | (161      | )
|Income from bank owned life insurance                                     |  |      | 310       |   |      |   | 316       |  |   | 289       |  
|Other operating income                                                    |  |      | 12        |   |      |   | 373       |  |   | 431       |  
|                                                                          |  |      |           |   |      |   |           |  |   |           |  
|Total non-interest income                                                 |  |      | 8,649     |   |      |   | 6,809     |  |   | 6,377     |  
|                                                                          |  |      |           |   |      |   |           |  |   |           |  
|NON-INTEREST EXPENSE                                                      |  |      |           |   |      |   |           |  |   |           |  
|Salaries                                                                  |  |      | 8,287     |   |      |   | 8,161     |  |   | 8,431     |  
|Retirement and other employee benefits                                    |  |      | 2,488     |   |      |   | 2,706     |  |   | 2,503     |  
|Occupancy                                                                 |  |      | 1,832     |   |      |   | 1,857     |  |   | 1,788     |  
|Equipment                                                                 |  |      | 1,763     |   |      |   | 1,638     |  |   | 1,885     |  
|Professional fees                                                         |  |      | 832       |   |      |   | 717       |  |   | 673       |  
|Supplies                                                                  |  |      | 216       |   |      |   | 312       |  |   | 432       |  
|Telephone                                                                 |  |      | 642       |   |      |   | 679       |  |   | 563       |  
|FDIC insurance                                                            |  |      | 1,689     |   |      |   | 384       |  |   | 62        |  
|Other outside services                                                    |  |      | 470       |   |      |   | 482       |  |   | 445       |  
|Net cost of real estate and repossessions acquired in settlement of loans |  |      | 1,345     |   |      |   | 145       |  |   | 48        |  
|Other operating expenses                                                  |  |      | 3,588     |   |      |   | 3,552     |  |   | 3,514     |  
|                                                                          |  |      |           |   |      |   |           |  |   |           |  
|Total non-interest expense                                                |  |      | 23,152    |   |      |   | 20,633    |  |   | 20,344    |  
|                                                                          |  |      |           |   |      |   |           |  |   |           |  
|Income before income taxes                                                |  |      | 1,145     |   |      |   | 3,999     |  |   | 6,489     |  
|Income tax expense (benefit)                                              |  |      | (357      | ) |      |   | 580       |  |   | 1,677     |  
|                                                                          |  |      |           |   |      |   |           |  |   |           |  
|Net income                                                                |  |      | 1,502     |   |      |   | 3,419     |  |   | 4,812     |  
|                                                                          |  |      |           |   |      |   |           |  |   |           |  
|Preferred stock dividends                                                 |  |      | 853       |   |      |   |          |  |   |          |  
|Accretion of discount                                                     |  |      | 150       |   |      |   |          |  |   |          |  
|                                                                          |  |      |           |   |      |   |           |  |   |           |  
|Income available to common shareholders                                   |  | $    | 499       |   |      | $ | 3,419     |  | $ | 4,812     |  
|                                                                          |  |      |           |   |      |   |           |  |   |           |  
|Net income per sharebasic                                                |  | $    | 0.18      |   |      | $ | 1.19      |  | $ | 1.65      |  
|                                                                          |  |      |           |   |      |   |           |  |   |           |  
|Net income per sharediluted                                              |  | $    | 0.18      |   |      | $ | 1.18      |  | $ | 1.65      |  
|                                                                          |  |      |           |   |      |   |           |  |   |           |  
|Weighted average shares outstandingbasic                                 |  |      | 2,884,950 |   |      |   | 2,884,396 |  |   | 2,908,371 |  
|                                                                          |  |      |           |   |      |   |           |  |   |           |  
|Weighted average shares outstandingdiluted                               |  |      | 2,845,966 |   |      |   | 2,889,016 |  |   | 2,914,352 |  
|                                                                          |  |      |           |   |      |   |           |  |   |           |  



See accompanying Notes to
Consolidated Financial Statements.



55



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##### Table of Contents

ECB BANCORP, INC. AND SUBSIDIARY



CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS EQUITY

FOR THE YEARS ENDED DECEMBER 31, 2009, 2008 AND 2007

(Dollars in thousands, except per share data)



|                                                                                                            |  |                |        |   |              |           |   |                    |   |        |                |  |   |                  |   |  |                                            |        |   |                     |   |        |       |  |   |        |   |  |   |       |   |  |   |        |  
|----------------------------------------------------------------------------------------------------------- |  | -------------- | ------ | - | ------------ | --------- | - | ------------------ | - | ------ | -------------- |  | - | ---------------- | - |  | ------------------------------------------ | ------ | - | ------------------- | - | ------ | ----- |  | - | ------ | - |  | - | ----- | - |  | - | ------ | -
|                                                                                                            |  | PreferredStock |        |   | Common stock |           |   | CommonStockwarrant |   |        | Capitalsurplus |  |   | Retainedearnings |   |  | Accumulatedothercomprehensiveincome (loss) |        |   | Comprehensiveincome |   |        | Total | 
|                                                                                                            |  | Number         |        |   | Amount       |           |   |                    |   |        |                | 
|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 change in accounting standards       |  |                |        |   |              |          |   |                    |   |       |                |  |   |                  |   |  |                                            |       |   |                     |   | (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 |  
|Unrealized gains, net of income tax expense of $128                                                         |  |                |        |   |              |          |   |                    |   |       |                |  |   |                  |   |  |                                            |       |   |                     |   |       |       |  |   | (205   | ) |  | $ | (205  | ) |  |   | (205   | )
|Net income                                                                                                  |  |                |        |   |              |          |   |                    |   |       |                |  |   |                  |   |  |                                            |       |   |                     |   | 1,502  |       |  |   |       |   |  |   | 1,502 |   |  |   | 1,502  |  
|                                                                                                            |  |                |        |   |              |           |   |                    |   |        |                |  |   |                  |   |  |                                            |        |   |                     |   |        |       |  |   |        |   |  |   |       |   |  |   |        |  
|Total comprehensive income                                                                                  |  |                |        |   |              |           |   |                    |   |        |                |  |   |                  |   |  |                                            |        |   |                     |   |        |       |  |   |        |   |  | $ | 1,297 |   |  |   |        |  
|                                                                                                            |  |                |        |   |              |           |   |                    |   |        |                |  |   |                  |   |  |                                            |        |   |                     |   |        |       |  |   |        |   |  |   |       |   |  |   |        |  
|Issuance of preferred stock in connection with Capital Purchase Program, net of discount on preferred stock |  |                | 17,067 |   |              |           |   |                    |   |        |                |  |   |                  |   |  |                                            |        |   |                     |   |        |       |  |   |        |   |  |   |       |   |  |   | 17,067 |  
|Issuance of common stock warrant in connection with Capital Purchase Program                                |  |                |        |   |              |           |   |                    |   |        |                |  |   | 882              |   |  |                                            |        |   |                     |   |        |       |  |   |        |   |  |   |       |   |  |   | 882    |  
|Cost associated with issuance of preferred stock and common warrant                                         |  |                | (95    | ) |              |           |   |                    |   |        |                |  |   | (4               | ) |  |                                            |        |   |                     |   |        |       |  |   |        |   |  |   |       |   |  |   | (99    | )
|Stock based compensation                                                                                    |  |                |        |   |              |          |   |                    |   |       |                |  |   |                  |   |  |                                            | 61     |   |                     |   |       |       |  |   |       |   |  |   |       |   |  |   | 61     |  
|Stock options exercised                                                                                     |  |                |        |   |              | 1,892     |   |                    |   | 7      |                |  |   |                  |   |  |                                            | 16     |   |                     |   |       |       |  |   |       |   |  |   |       |   |  |   | 23     |  
|Issuance of restricted stock                                                                                |  |                |        |   |              | 1,500     |   |                    |   | 5      |                |  |   |                  |   |  |                                            | 19     |   |                     |   |       |       |  |   |       |   |  |   |       |   |  |   | 24     |  
|Preferred stock accretion                                                                                   |  |                | 150    |   |              |           |   |                    |   |        |                |  |   |                  |   |  |                                            |        |   |                     |   | (150   | )     |  |   |        |   |  |   |       |   |  |   |        |  
|Cash dividends on preferred stock                                                                           |  |                |        |   |              |           |   |                    |   |        |                |  |   |                  |   |  |                                            |        |   |                     |   | (745   | )     |  |   |        |   |  |   |       |   |  |   | (745   | )
|Cash dividends ($ .73 per share)                                                                            |  |                |        |   |              |          |   |                    |   |       |                |  |   |                  |   |  |                                            |       |   |                     |   | (2,078 | )     |  |   |       |   |  |   |       |   |  |   | (2,078 | )
|                                                                                                            |  |                |        |   |              |           |   |                    |   |        |                |  |   |                  |   |  |                                            |        |   |                     |   |        |       |  |   |        |   |  |   |       |   |  |   |        |  
|BALANCEDecember 31, 2009                                                                                   |  | $              | 17,122 |   |              | 2,847,881 |   |                    | $ | 9,968  |                |  | $ | 878              |   |  | $                                          | 25,803 |   |                     | $ | 29,555 |       |  | $ | 1,049  |   |  |   |       |   |  | $ | 84,375 |  
|                                                                                                            |  |                |        |   |              |           |   |                    |   |        |                |  |   |                  |   |  |                                            |        |   |                     |   |        |       |  |   |        |   |  |   |       |   |  |   |        |  



See accompanying Notes to
Consolidated Financial Statements.



56



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##### Table of Contents

ECB BANCORP, INC. AND SUBSIDIARY



CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 2009, 2008 AND 2007

(Dollars in thousands)



|                                                                                        |  |                          |          |   |      |   |          |      |  |   |         |  
|--------------------------------------------------------------------------------------- |  | ------------------------ | -------- | - | ---- | - | -------- | ---- |  | - | ------- | -
|                                                                                        |  | Years Ended December 31, |         
|                                                                                        |  | 2009                     |          |   | 2008 |   |          | 2007 | 
|CASH FLOWS FROM OPERATING ACTIVITIES                                                    |  |                          |          |   |      |   |          |      |  |   |         |  
|Net income                                                                              |  | $                        | 1,502    |   |      | $ | 3,419    |      |  | $ | 4,812   |  
|Adjustments to reconcile net income to net cash provided by operating activities:       |  |                          |          |   |      |   |          |      |  |   |         |  
|Depreciation                                                                            |  |                          | 1,351    |   |      |   | 1,342    |      |  |   | 1,470   |  
|Amortization of premium on investment securities, net                                   |  |                          | 940      |   |      |   | 110      |      |  |   | 43      |  
|Provision for loan losses                                                               |  |                          | 11,100   |   |      |   | 2,450    |      |  |   | (99     | )
|Deferred income taxes                                                                   |  |                          | (3,918   | ) |      |   | (746     | )    |  |   | (1      | )
|(Gain) loss on sale of securities                                                       |  |                          | (2,565   | ) |      |   | (218     | )    |  |   | 161     |  
|Impairment charge on community bank trust services investment                           |  |                          | 37       |   |      |   | 100      |      |  |   | 90      |  
|Stock based compensation                                                                |  |                          | 85       |   |      |   | 212      |      |  |   | 205     |  
|Loss on sale of real estate and repossessions acquired in settlement of loans           |  |                          | 1,156    |   |      |   | 93       |      |  |   | 20      |  
|Loss on disposal of premises and equipment                                              |  |                          | 15       |   |      |   | 23       |      |  |   | 11      |  
|(Increase) decrease in accrued interest receivable                                      |  |                          | (304     | ) |      |   | (207     | )    |  |   | 163     |  
|Income from bank owned life insurance                                                   |  |                          | (310     | ) |      |   | (316     | )    |  |   | (289    | )
|(Increase) decrease in other assets                                                     |  |                          | (4,010   | ) |      |   | 1,037    |      |  |   | (380    | )
|(Decrease) increase in accrued interest payable                                         |  |                          | (1,768   | ) |      |   | 364      |      |  |   | 162     |  
|Decrease in other liabilities                                                           |  |                          | (13      | ) |      |   | (1,737   | )    |  |   | (280    | )
|                                                                                        |  |                          |          |   |      |   |          |      |  |   |         |  
|Net cash provided by operating activities                                               |  |                          | 3,298    |   |      |   | 5,926    |      |  |   | 6,088   |  
|                                                                                        |  |                          |          |   |      |   |          |      |  |   |         |  
|CASH FLOWS FROM INVESTING ACTIVITIES                                                    |  |                          |          |   |      |   |          |      |  |   |         |  
|Proceeds from sales of investment securities classified as available-for-sale           |  |                          | 120,310  |   |      |   | 34,839   |      |  |   | 12,143  |  
|Proceeds from maturities of investment securities classified as available-for-sale      |  |                          | 55,613   |   |      |   | 28,580   |      |  |   | 10,418  |  
|Purchases of investment securities classified as available-for-sale                     |  |                          | (227,680 | ) |      |   | (120,907 | )    |  |   | (20,376 | )
|Purchase of Federal Home Loan Bank common stock                                         |  |                          | (1,257   | ) |      |   | (1,477   | )    |  |   | (1,153  | )
|Proceeds from disposal of premises and equipment                                        |  |                          | 12       |   |      |   |         |      |  |   |        |  
|Purchases of premises and equipment                                                     |  |                          | (970     | ) |      |   | (2,652   | )    |  |   | (2,889  | )
|Purchase of real estate in settlement of foreclosed property                            |  |                          |         |   |      |   | (145     | )    |  |   |        |  
|Proceeds from disposal of real estate and repossessions acquired in settlement of loans |  |                          | 2,801    |   |      |   | 223      |      |  |   | 187     |  
|Net loan originations                                                                   |  |                          | (51,937  | ) |      |   | (89,069  | )    |  |   | (36,831 | )
|                                                                                        |  |                          |          |   |      |   |          |      |  |   |         |  
|Net cash used in investing activities                                                   |  |                          | (103,108 | ) |      |   | (150,608 | )    |  |   | (38,501 | )
|                                                                                        |  |                          |          |   |      |   |          |      |  |   |         |  
|CASH FLOWS FROM FINANCING ACTIVITIES                                                    |  |                          |          |   |      |   |          |      |  |   |         |  
|Net increase in deposits                                                                |  |                          | 125,578  |   |      |   | 102,791  |      |  |   | 14,112  |  
|Net increase (decrease) in borrowings                                                   |  |                          | (39,806  | ) |      |   | 40,542   |      |  |   | 2,069   |  
|Dividends paid to common shareholders                                                   |  |                          | (2,078   | ) |      |   | (2,096   | )    |  |   | (2,028  | )
|Dividends paid on preferred stock                                                       |  |                          | (745     | ) |      |   |         |      |  |   |        |  
|Repurchase of common stock                                                              |  |                          |         |   |      |   | (1,759   | )    |  |   | (31     | )
|Net proceeds from stock options exercised                                               |  |                          | 23       |   |      |   |         |      |  |   | 237     |  
|Net proceeds from issuance of preferred stock and warrant to purchase common stock      |  |                          | 17,850   |   |      |   |         |      |  |   |        |  
|                                                                                        |  |                          |          |   |      |   |          |      |  |   |         |  
|Net cash provided by financing activities                                               |  |                          | 100,822  |   |      |   | 139,478  |      |  |   | 14,359  |  
|                                                                                        |  |                          |          |   |      |   |          |      |  |   |         |  
|Increase (decrease) in cash and cash equivalents                                        |  |                          | 1,012    |   |      |   | (5,204   | )    |  |   | (18,054 | )
|Cash and cash equivalents at beginning of year                                          |  |                          | 16,799   |   |      |   | 22,003   |      |  |   | 40,057  |  
|                                                                                        |  |                          |          |   |      |   |          |      |  |   |         |  
|Cash and cash equivalents at end of year                                                |  | $                        | 17,811   |   |      | $ | 16,799   |      |  | $ | 22,003  |  
|                                                                                        |  |                          |          |   |      |   |          |      |  |   |         |  



See accompanying Notes to
Consolidated Financial Statements.



57



---

##### Table of Contents

ECB BANCORP, INC. AND SUBSIDIARY



CONSOLIDATED STATEMENTS OF CASH FLOWS, continued

FOR THE YEARS ENDED DECEMBER 31, 2009, 2008 AND 2007

(Dollars in thousands)



|                                                                                     |  |                          |        |   |      |   |        |  |   |       
|------------------------------------------------------------------------------------ |  | ------------------------ | ------ | - | ---- | - | ------ |  | - | ------
|                                                                                     |  | Years Ended December 31,
|                                                                                     |  | 2009                     |        |   | 2008 |   | 2007  
|SUPPLEMENTAL DISCLOSURE OF NONCASH FINANCING AND INVESTING ACTIVITIES                |  |                          |        |   |      |   |        |  |   |       
|Unrealized gains on available-for-sale securities, net of deferred taxes             |  | $                        | (205   | ) |      | $ | 1,722  |  | $ | 871   
|                                                                                     |  |                          |        |   |      |   |        |  |   |       
|Transfer from long-term to short-term borrowings                                     |  | $                        | 5,000  |   |      | $ |       |  | $ |      
|                                                                                     |  |                          |        |   |      |   |        |  |   |       
|Cash dividends declared but not paid                                                 |  | $                        | 520    |   |      | $ | 519    |  | $ | 511   
|                                                                                     |  |                          |        |   |      |   |        |  |   |       
|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 |  | $                        | 5,676  |   |      | $ | 3,829  |  | $ | 33    
|                                                                                     |  |                          |        |   |      |   |        |  |   |       
|Record postretirement benefit related to split-dollar insurance                      |  | $                        |       |   |      | $ | 387    |  | $ |      
|                                                                                     |  |                          |        |   |      |   |        |  |   |       
|Payable, settlement for securities purchased                                         |  | $                        |       |   |      | $ | 53,426 |  | $ |      
|                                                                                     |  |                          |        |   |      |   |        |  |   |       
|SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION                                     |  |                          |        |   |      |   |        |  |   |       
|Interest paid                                                                        |  | $                        | 15,925 |   |      | $ | 18,461 |  | $ | 19,273
|                                                                                     |  |                          |        |   |      |   |        |  |   |       
|Taxes paid                                                                           |  | $                        | 3,455  |   |      | $ | 1,905  |  | $ | 1,570 
|                                                                                     |  |                          |        |   |      |   |        |  |   |       



See accompanying Notes to Consolidated Financial Statements.



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ECB BANCORP, INC. AND SUBSIDIARY



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



DECEMBER 31, 2009 and 2008



(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 overnight investments. Overnight investments include federal funds sold which are generally outstanding 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.



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ECB BANCORP, INC. AND SUBSIDIARY



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



DECEMBER 31, 2009 and 2008



(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.



Impaired loans are defined as those which management believes it is probable we will not collect all amounts due according to the contractual terms of the loan agreement, as well as those loans whose terms have been modified in a troubled
debt restructuring.



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.



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. Another component of the AFLL covers non-impaired loans and is based on historical loss experience adjusted
for qualitative factors. An unallocated component is also maintained to cover uncertainties that could affect managements estimate of probable losses. The unallocated component of the allowance reflects the margin of imprecision inherent in
the underlying assumptions used in the methodologies for estimating specific and general losses in the portfolio.



(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.



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ECB BANCORP, INC. AND SUBSIDIARY



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



DECEMBER 31, 2009 and 2008



(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 $177.7 million and $168.4 million of advances from the FHLB at December 31, 2009 and 2008,
respectively. At December 31, 2009 and 2008, the Company had outstanding advances totaling $41.0 million and $60.0 million, respectively, from the FHLB.



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, 2009 and 2008, the Company owned 51,160 and 38,591 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. Construction in progress includes
buildings and equipment carried at cost and depreciated once placed into service.



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 $21.0 million on December 31, 2009, compared to $26.0
million long-term FHLB advances on December 31, 2008.



(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 generally accepted accounting principles and are discussed in Note 6. Interest recognized as a result of our analysis of tax positions would be classified as interest expense. Penalties would be
classified as noninterest expense.



(N)    Advertising Costs



Advertising costs are expensed as incurred.



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ECB BANCORP, INC. AND SUBSIDIARY



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



DECEMBER 31, 2009 and 2008



(O)    Stock Option Plan



The Company recognizes compensation cost relating to
share-based payment transactions in the financial statements in accordance with generally accepted accounting principles. The cost is measured based on the fair value of the equity or liability instruments issued. The expense measures the cost of
employee services received in exchange for stock options based on the grant-date fair value of the award, and recognizes the cost over the period the employee is required to provide services for the award.



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. 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 available to common shareholders 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. Restricted stock had no affect on diluted weighted-average shares outstanding for the year ended
December 31, 2009. Diluted weighted-average shares outstanding increased 2 thousand and 6 thousand shares for 2008 and 2007, 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 1 thousand and 3 thousand shares for 2009 and 2008, respectively, due to the dilutive impact of options. Options had no affect
on diluted weighted-average shares for the year ended December 31, 2007. As of December 31, 2009 the warrant, covering approximately 145 thousand shares, issued to the U.S. Treasury Department was not included in the computation of
net income per share for the period because its exercise price exceeded the average market price of the Companys stock for the period.



The following is a reconciliation of the numerators and denominators used in computing basic and diluted net income per share.



|                              |  |                                               |     |                     |       |                |   |     
|----------------------------- |  | --------------------------------------------- | --- | ------------------- | ----- | -------------- | - | ----
|                              |  | Year Ended December 31, 2009                 
|                              |  | Income(Numerator)                             |     | Shares(Denominator) |       | PerShareAmount
|                              |  | (Amounts in thousands, except per share data)
|Basic net income per share    |  | $                                             | 499 |                     | 2,845 |                | $ | 0.18
|                              |  |                                               |     |                     |       |                |   |     
|Effect of dilutive securities |  |                                               |    |                     | 1     |                |   |     
|                              |  |                                               |     |                     |       |                |   |     
|Diluted net income per share  |  | $                                             | 499 |                     | 2,846 |                | $ | 0.18
|                              |  |                                               |     |                     |       |                |   |     



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ECB BANCORP, INC. AND SUBSIDIARY



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



DECEMBER 31, 2009 and 2008



At December 31, 2009, there were
54 thousand options outstanding and a warrant covering 145 thousand shares with an exercise price above the average market value of the Companys stock for the period.



|                              |  |                                               |       |                     |       |                |   |     
|----------------------------- |  | --------------------------------------------- | ----- | ------------------- | ----- | -------------- | - | ----
|                              |  | Year Ended December 31, 2008                 
|                              |  | Income(Numerator)                             |       | Shares(Denominator) |       | PerShareAmount
|                              |  | (Amounts in thousands, except per share data)
|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
|                              |  |                                               |       |                     |       |                |   |     



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.



(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 (loss). Other comprehensive income (loss) includes revenues, expenses, gains, and losses that are excluded from earnings under current accounting
standards. The components of other comprehensive income (loss) included in comprehensive income for the periods presented are as follows (dollars in thousands):



|                                            |  |      |        |   |      |   |        |      |  |   |       |  
|------------------------------------------- |  | ---- | ------ | - | ---- | - | ------ | ---- |  | - | ----- | -
|                                            |  | 2009 |        |   | 2008 |   |        | 2007 | 
|Unrealized gains arising during the period  |  | $    | 2,232  |   |      | $ | 3,018  |      |  | $ | 1,256 |  
|Tax expense                                 |  |      | (860   | ) |      |   | (1,163 | )    |  |   | (484  | )
|Reclassification to realized (gains) losses |  |      | (2,565 | ) |      |   | (218   | )    |  |   | 161   |  
|Tax (benefit) expense                       |  |      | 988    |   |      |   | 85     |      |  |   | (62   | )
|                                            |  |      |        |   |      |   |        |      |  |   |       |  
|Other comprehensive income (loss)           |  | $    | (205   | ) |      | $ | 1,722  |      |  | $ | 871   |  
|                                            |  |      |        |   |      |   |        |      |  |   |       |  



(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.



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ECB BANCORP, INC. AND SUBSIDIARY



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



DECEMBER 31, 2009 and 2008



(S)    New Accounting Pronouncements



The following is a summary of recent authoritative
pronouncements:



In June 2009, the Financial
Accounting Standards Board (FASB) issued guidance which restructured generally accepted accounting principles (GAAP) and simplified access to all authoritative literature by providing a single source of authoritative
nongovernmental GAAP. The guidance is presented in a topically organized structure referred to as the FASB Accounting Standards Codification (ASC). The new structure is effective for interim or annual periods ending after
September 15, 2009. All existing accounting standards have been superseded and all other accounting literature not included is considered nonauthoritative.



The FASB issued new accounting guidance on accounting for transfers of financial assets in June 2009. The guidance limits the
circumstances in which a financial asset should be derecognized when the transferor has not transferred the entire financial asset by taking into consideration the transferors continuing involvement. The standard requires that a transferor
recognize and initially measure at fair value all assets obtained (including a transferors beneficial interest) and liabilities incurred as a result of a transfer of financial assets accounted for as a sale. The concept of a qualifying
special-purpose entity is no longer applicable. The standard is effective for the first annual reporting period that begins after November 15, 2009, for interim periods within the first annual reporting period, and for interim and annual
reporting periods thereafter. Earlier application is prohibited. The Company does not expect the guidance to have any impact on the Companys financial statements. The ASC was amended in December, 2009, to include this guidance.



New guidance was issued in December 2008, 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 guidance was effective for the Company for the year ended
December 31, 2009 but had no effect on the consolidated financial statements as there were no assets in the Companys plan.



In January 2010, guidance was issued to alleviate diversity in the accounting for distributions to shareholders that allow the shareholder to
elect to receive their entire distribution in cash or shares but with a limit on the aggregate amount of cash to be paid. The amendment states that the stock portion of a distribution to shareholders that allows them to elect to receive cash or
shares with a potential limitation on the total amount of cash that all shareholders can elect to receive in the aggregate is considered a share issuance. The amendment is effective for interim and annual periods ending on or after December 15,
2009 and had no impact on the Companys financial statements.



Also in January 2010, an amendment was issued to clarify the scope of subsidiaries for consolidation purposes. The amendment provides that the decrease in ownership guidance should apply to (1) a
subsidiary or group of assets that is a business or nonprofit activity, (2) a subsidiary that is a business or nonprofit activity that is transferred to an equity method investee or joint venture, and (3) an exchange of a group of assets
that constitutes a business or nonprofit activity for a noncontrolling interest in an entity. The guidance does not apply to a decrease in ownership in transactions related to sales of in substance real estate or conveyances of oil and gas mineral
rights. The update is effective for the interim or annual reporting periods ending on or after December 15, 2009 and had no impact on the Companys financial statements.



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



(T)    Subsequent Events



In preparing these financial statements, the Company has evaluated events and transactions for potential recognition or disclosure through
the date the consolidated financial statements were issued.



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ECB BANCORP, INC. AND SUBSIDIARY



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



DECEMBER 31, 2009 and 2008



(2)    INVESTMENT SECURITIES



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



|                                                 |  |                   |         |                      |   |                       |  |   |           |   |  |   |        
|------------------------------------------------ |  | ----------------- | ------- | -------------------- | - | --------------------- |  | - | --------- | - |  | - | -------
|                                                 |  | December 31, 2009
|                                                 |  | AmortizedCost     |         | GrossUnrealizedGains |   | GrossUnrealizedLosses |  |   | FairValue
|Securities available-for-sale:                   |  |                   |         |                      |   |                       |  |   |           |   |  |   |        
|Government-sponsored enterprises and FFCB bonds  |  | $                 | 36,141  |                      | $ | 69                    |  | $ | (367      | ) |  | $ | 35,843 
|Obligations of states and political subdivisions |  |                   | 45,242  |                      |   | 997                   |  |   | (217      | ) |  |   | 46,022 
|Mortgage-backed securities                       |  |                   | 149,167 |                      |   | 2,203                 |  |   | (569      | ) |  |   | 150,801
|Corporate Bonds                                  |  |                   | 6,044   |                      |   |                      |  |   | (184      | ) |  |   | 5,860  
|Equity securities                                |  |                   | 1,000   |                      |   |                      |  |   | (194      | ) |  |   | 806    
|                                                 |  |                   |         |                      |   |                       |  |   |           |   |  |   |        
|                                                 |  | $                 | 237,594 |                      | $ | 3,269                 |  | $ | (1,531    | ) |  | $ | 239,332
|                                                 |  |                   |         |                      |   |                       |  |   |           |   |  |   |        



|                                                 |  |                   |         |                      |   |                       |  |   |            |   |  |   |        
|------------------------------------------------ |  | ----------------- | ------- | -------------------- | - | --------------------- |  | - | ---------- | - |  | - | -------
|                                                 |  | December 31, 2008
|                                                 |  | AmortizedCost     |         | GrossUnrealizedGains |   | GrossUnrealizedLosses |  |   | Fair Value
|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
|                                                 |  |                   |         |                      |   |                       |  |   |            |   |  |   |        



Gross realized gains and losses on sales of securities for the years ended December 31, 2009, 2008 and 2007 were as follows (dollars in thousands):



|                            |  |      |       |   |      |   |     |      |  |   |      |  
|--------------------------- |  | ---- | ----- | - | ---- | - | --- | ---- |  | - | ---- | -
|                            |  | 2009 |       |   | 2008 |   |     | 2007 | 
|Gross realized gains        |  | $    | 2,579 |   |      | $ | 256 |      |  | $ | 10   |  
|Gross realized losses       |  |      | (14   | ) |      |   | (38 | )    |  |   | (171 | )
|                            |  |      |       |   |      |   |     |      |  |   |      |  
|Net realized (losses) gains |  | $    | 2,565 |   |      | $ | 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.



Impairment of Certain Investments in Debt and Equity Securities. The following tables set forth the
amount of unrealized losses at December 31, 2009 and 2008 (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).



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ECB BANCORP, INC. AND SUBSIDIARY



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



DECEMBER 31, 2009 and 2008



December 31, 2009



|                                                 |  |                     |        |                     |   |           |  |                  |       |           |   |                  |  |   |        |  |   |      
|------------------------------------------------ |  | ------------------- | ------ | ------------------- | - | --------- |  | ---------------- | ----- | --------- | - | ---------------- |  | - | ------ |  | - | -----
|                                                 |  | Less Than 12 Months |        | 12 Months or longer |   | Total    
|                                                 |  | FairValue           |        | UnrealizedLosses    |   | FairValue |  | UnrealizedLosses |       | FairValue |   | UnrealizedLosses
|Government-sponsored enterprises and FFCB bonds  |  | $                   | 18,431 |                     | $ | 367       |  | $                |      |           | $ |                 |  | $ | 18,431 |  | $ | 367  
|Obligations of states and political subdivisions |  |                     | 7,315  |                     |   | 96        |  |                  | 3,118 |           |   | 121              |  |   | 10,433 |  |   | 217  
|Mortgage-backed securities                       |  |                     | 56,459 |                     |   | 568       |  |                  | 102   |           |   | 1                |  |   | 56,561 |  |   | 569  
|Corporate bonds                                  |  |                     | 3,354  |                     |   | 154       |  |                  | 2,505 |           |   | 30               |  |   | 5,859  |  |   | 184  
|Equity securities                                |  |                     |       |                     |   |          |  |                  | 806   |           |   | 194              |  |   | 806    |  |   | 194  
|                                                 |  |                     |        |                     |   |           |  |                  |       |           |   |                  |  |   |        |  |   |      
|Total                                            |  | $                   | 85,559 |                     | $ | 1,185     |  | $                | 6,531 |           | $ | 346              |  | $ | 92,090 |  | $ | 1,531
|                                                 |  |                     |        |                     |   |           |  |                  |       |           |   |                  |  |   |        |  |   |      



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
|                                                 |  |                     |        |                     |   |           |  |                  |       |           |   |                  |  |   |        |  |   |      



As of December 31, 2009 and 2008, 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. Losses on obligations of states and political subdivisions are also related to lack of liquidity and demand in the general investment market. All unrealized losses on investment securities are not considered to be
other-than-temporary, because they are related to changes in interest rates, lack of liquidity and demand in the general investment market and do not affect the expected cash flows of the underlying collateral or the issuer. The Banks
mortgage-backed securities are all backed by government sponsored enterprises or agencies. The Bank does not own any private label mortgage-backed securities.



During the first quarter of 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 the past year, it did report a $2.3 million increase in net investment income to $10.0 million for the nine months ended September 30, 2009 compared to $7.7
million for the same period in 2008. TCAP also continued to increase its year over year quarterly dividend by announcing a $0.41 dividend for the fourth quarter of 2009, a 2.5% increase over the same period in 2008. This resulted in a dividend yield
of over thirteen percent on an annualized basis as of December 31, 2009 and a book yield of eleven percent. TCAPs stock price had an 18.5% improvement as of December 31, 2009 compared to its closing price on December 31, 2008.
Based upon the analysis performed and the 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.



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ECB BANCORP, INC. AND SUBSIDIARY



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



DECEMBER 31, 2009 and 2008



At December 31, 2009 and December 30, 2008, the
balance of Federal Home Loan Bank (FHLB) of Atlanta stock held by the Company was $5.1 million and $3.9 million, respectively. On November 2, 2009, FHLB paid a dividend for the third quarter of 2009 of 0.41%. The FHLB also
announced that it would not repurchase activity-based excess capital stock and would continue to evaluate on a quarterly basis whether to repurchase excess capital stock. FHLB stated that the dividend and excess capital stock repurchase decisions
continue to reflect the FHLB conservative financial management approach in light of continued volatility in the financial markets. Management believes that its investment in FHLB stock was not other-than-temporarily impaired as of
December 31, 2009 or December 31, 2008. However, there can be no assurance that the impact of recent or future legislation on the Federal Home Loan Banks will not also cause a decrease in the value of the FHLB stock held by the
Company.



The aggregate amortized cost and fair
value of the available-for-sale securities portfolio at December 31, 2009 by remaining contractual maturity are as follows (dollars in thousands):



|                                                  |  |               |         |           |   |        
|------------------------------------------------- |  | ------------- | ------- | --------- | - | -------
|                                                  |  | AmortizedCost |         | FairValue
|Government-sponsored enterprises and FFCB bonds:  |  |               |         |           |   |        
|Due in one through five years                     |  | $             | 7,152   |           | $ | 7,166  
|Due in five through ten years                     |  |               | 20,610  |           |   | 20,392 
|Due after ten years                               |  |               | 8,379   |           |   | 8,285  
|Obligations of states and political subdivisions: |  |               |         |           |   |        
|Due in one year or less                           |  |               | 870     |           |   | 876    
|Due in one through five years                     |  |               | 7,006   |           |   | 7,343  
|Due in five through ten years                     |  |               | 17,997  |           |   | 18,448 
|Due after ten years                               |  |               | 19,369  |           |   | 19,355 
|Mortgage-backed securities:                       |  |               |         |           |   |        
|Due in five through ten years                     |  |               | 14,447  |           |   | 14,802 
|Due after ten years                               |  |               | 134,720 |           |   | 135,999
|Corporate Bonds:                                  |  |               |         |           |   |        
|Due in five through ten years                     |  |               | 6,044   |           |   | 5,860  
|Equity securities:                                |  |               |         |           |   |        
|Due after ten years                               |  |               | 1,000   |           |   | 806    
|                                                  |  |               |         |           |   |        
|Total securities                                  |  | $             | 237,594 |           | $ | 239,332
|                                                  |  |               |         |           |   |        



Securities with an amortized cost of $142.4 million at December 31, 2009 are pledged as collateral. Of this total, amortized cost of $55.6 million and fair value of $56.6 million are pledged as
collateral for FHLB advances.



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ECB BANCORP, INC. AND SUBSIDIARY



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



DECEMBER 31, 2009 and 2008



(3)    LOANS



Loans at December 31, 2009 and 2008 classified by type are
as follows (dollars in thousands):



|                                              |  |      |         |      |   |        
|--------------------------------------------- |  | ---- | ------- | ---- | - | -------
|                                              |  | 2009 |         | 2008
|Real estate loans:                            |  |      |         |      |   |        
|Construction and land development             |  | $    | 126,032 |      | $ | 132,703
|Secured by farmland                           |  |      | 25,025  |      |   | 25,693 
|Secured by residential properties             |  |      | 110,754 |      |   | 99,966 
|Secured by nonfarm, nonresidential properties |  |      | 199,501 |      |   | 173,524
|Consumer installment                          |  |      | 4,243   |      |   | 5,019  
|Credit cards and related plans                |  |      | 2,452   |      |   | 2,214  
|Commercial and all other loans:               |  |      |         |      |   |        
|Commercial and industrial                     |  |      | 65,949  |      |   | 58,718 
|Loans to finance agricultural production      |  |      | 25,481  |      |   | 22,962 
|All other loans                               |  |      | 18,626  |      |   | 18,240 
|                                              |  |      |         |      |   |        
|                                              |  |      | 578,063 |      |   | 539,039
|Less deferred fees and costs, net             |  |      | 272     |      |   | 203    
|                                              |  |      |         |      |   |        
|                                              |  | $    | 577,791 |      | $ | 538,836
|                                              |  |      |         |      |   |        
|Included in the above:                        |  |      |         |      |   |        
|Nonaccrual loans                              |  | $    | 13,344  |      | $ | 9,957  
|Restructured loans                            |  |      | 1,353   |      |   | 24     



At December 31, 2009, the recorded investment in loans that are considered to be impaired is $23.9 million; of this total, $8.7 million
had allowance for loan losses allocated to these loans in the amount of $2.0 million. At December 31, 2009 $5.8 million of the recorded investment in impaired loans were loans that were written down through partial charge-offs of $3.1 million
and therefore did not require allocated reserves. At December 31, 2008, the recorded investment in loans that were considered to be impaired 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, 2008 there were no impaired loans that were written down through partial charge-offs and therefore did not require allocated reserves.



The average recorded investment in loans that are considered to be impaired during the year ended
December 31, 2009 is $21.9 million. For the year ended December 31, 2009, the Company recognized approximately $0.3 million of interest income on impaired loans.



The average recorded investment in loans that were considered to be impaired 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 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, 2009 and 2008, included in mortgage, commercial, and residential loans were loans collateralized by owner-occupied
residential real estate of approximately $54.0 million and $53.4 million, respectively.



Loans of approximately $39.1 million at December 31, 2009 are pledged as eligible collateral for FHLB advances.



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ECB BANCORP, INC. AND SUBSIDIARY



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



DECEMBER 31, 2009 and 2008



(4)    ALLOWANCE FOR LOAN LOSSES



An analysis of the allowance for loan losses for the years
ended December 31, 2009, 2008 and 2007 follows (dollars in thousands):



|                          |  |              |        |   |      |   |       |      |  |   |       |  
|------------------------- |  | ------------ | ------ | - | ---- | - | ----- | ---- |  | - | ----- | -
|                          |  | December 31, |       
|                          |  | 2009         |        |   | 2008 |   |       | 2007 | 
|Beginning balance         |  | $            | 5,931  |   |      | $ | 4,083 |      |  | $ | 4,725 |  
|Provision for loan losses |  |              | 11,100 |   |      |   | 2,450 |      |  |   | (99   | )
|Recoveries                |  |              | 260    |   |      |   | 97    |      |  |   | 94    |  
|Loans charged off         |  |              | (7,566 | ) |      |   | (699  | )    |  |   | (637  | )
|                          |  |              |        |   |      |   |       |      |  |   |       |  
|Ending balance            |  | $            | 9,725  |   |      | $ | 5,931 |      |  | $ | 4,083 |  
|                          |  |              |        |   |      |   |       |      |  |   |       |  



(5)    BANK PREMISES AND
EQUIPMENT



The components of bank premises
and equipment at December 31, 2009 and 2008 are as follows (dollars in thousands):



|                         |  |      |        |                         |   |                   |  |   |       
|------------------------ |  | ---- | ------ | ----------------------- | - | ----------------- |  | - | ------
|                         |  | Cost |        | AccumulatedDepreciation |   | UndepreciatedCost
|December 31, 2009:       |  |      |        |                         |   |                   |  |   |       
|Land                     |  | $    | 10,036 |                         | $ |                  |  | $ | 10,036
|Land improvements        |  |      | 280    |                         |   | 188               |  |   | 92    
|Buildings                |  |      | 17,492 |                         |   | 4,866             |  |   | 12,626
|Construction in progress |  |      | 617    |                         |   |                  |  |   | 617   
|Furniture and equipment  |  |      | 6,399  |                         |   | 4,441             |  |   | 1,958 
|                         |  |      |        |                         |   |                   |  |   |       
|Total                    |  | $    | 34,824 |                         | $ | 9,495             |  | $ | 25,329
|                         |  |      |        |                         |   |                   |  |   |       
|December 31, 2008:       |  |      |        |                         |   |                   |  |   |       
|Land                     |  | $    | 10,036 |                         | $ |                  |  | $ | 10,036
|Land improvements        |  |      | 260    |                         |   | 177               |  |   | 83    
|Buildings                |  |      | 17,492 |                         |   | 4,300             |  |   | 13,192
|Construction in progress |  |      | 188    |                         |   |                  |  |   | 188   
|Furniture and equipment  |  |      | 6,268  |                         |   | 4,030             |  |   | 2,238 
|                         |  |      |        |                         |   |                   |  |   |       
|Total                    |  | $    | 34,244 |                         | $ | 8,507             |  | $ | 25,737
|                         |  |      |        |                         |   |                   |  |   |       



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ECB BANCORP, INC. AND SUBSIDIARY



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



DECEMBER 31, 2009 and 2008



(6)    INCOME TAXES



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



|                              |  |         |       |           |   |        |       |  |   |       |  
|----------------------------- |  | ------- | ----- | --------- | - | ------ | ----- |  | - | ----- | -
|                              |  | Current |       | Deferred* |   |        | Total | 
|Year ended December 31, 2009: |  |         |       |           |   |        |       |  |   |       |  
|Federal                       |  | $       | 2,863 |           | $ | (3,455 | )     |  | $ | (592  | )
|State                         |  |         | 698   |           |   | (463   | )     |  |   | 235   |  
|                              |  |         |       |           |   |        |       |  |   |       |  
|                              |  | $       | 3,561 |           | $ | (3,918 | )     |  | $ | (357  | )
|                              |  |         |       |           |   |        |       |  |   |       |  
|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 |  
|                              |  |         |       |           |   |        |       |  |   |       |  



|* |  | Included in deferred tax is release of valuation allowance adjustment of $62 thousand for year ending December 31, 2009, $230 thousand for year ending
December 31, 2008 and $165 thousand for year ending December 31, 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, |     
|                                      |  | 2009                     |      |   | 2008 |   |       | 2007 | 
|Income taxes at statutory rate        |  | $                        | 389  |   |      | $ | 1,360 |      |  | $ | 2,206 |  
|Increase (decrease) resulting from:   |  |                          |      |   |      |   |       |      |  |   |       |  
|Effect of non-taxable interest income |  |                          | (548 | ) |      |   | (493  | )    |  |   | (437  | )
|Decrease in valuation allowance       |  |                          | (62  | ) |      |   | (230  | )    |  |   | (165  | )
|Bank owned life insurance             |  |                          | (105 | ) |      |   | (108  | )    |  |   | (98   | )
|State taxes, net of federal benefit   |  |                          | 155  |   |      |   | 99    |      |  |   | 160   |  
|CAHEC tax credits                     |  |                          | (144 | ) |      |   | (122  | )    |  |   | (57   | )
|Other, net                            |  |                          | (42  | ) |      |   | 74    |      |  |   | 68    |  
|                                      |  |                          |      |   |      |   |       |      |  |   |       |  
|Applicable income taxes               |  | $                        | (357 | ) |      | $ | 580   |      |  | $ | 1,677 |  
|                                      |  |                          |      |   |      |   |       |      |  |   |       |  



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ECB BANCORP, INC. AND SUBSIDIARY



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



DECEMBER 31, 2009 and 2008



The tax effects of temporary differences that give rise to
significant portions of the deferred tax assets and deferred tax liabilities at December 31, 2009 and 2008 are presented below (dollars in thousands):



|                                                                            |  |      |       |   |      |   |       |  
|--------------------------------------------------------------------------- |  | ---- | ----- | - | ---- | - | ----- | -
|                                                                            |  | 2009 |       |   | 2008 |  
|Deferred tax assets:                                                        |  |      |       |   |      |   |       |  
|Allowance for loan losses                                                   |  | $    | 3,749 |   |      | $ | 2,286 |  
|Unrealized loss associated with FNMA and FHLMC preferred stock              |  |      | 43    |   |      |   | 105   |  
|Postretirement benefits                                                     |  |      | 282   |   |      |   | 271   |  
|Unfunded postretirement benefits                                            |  |      | 11    |   |      |   | 19    |  
|Bank premises and equipment, principally due to differences in depreciation |  |      | 49    |   |      |   |      |  
|Other                                                                       |  |      | 1,254 |   |      |   | 1,286 |  
|                                                                            |  |      |       |   |      |   |       |  
|Total gross deferred tax assets                                             |  | $    | 5,388 |   |      | $ | 3,967 |  
|Valuation allowance                                                         |  |      | (43   | ) |      |   | (105  | )
|                                                                            |  |      |       |   |      |   |       |  
|Total net deferred tax assets                                               |  |      | 5,345 |   |      |   | 3,862 |  
|                                                                            |  |      |       |   |      |   |       |  
|Deferred tax liabilities:                                                   |  |      |       |   |      |   |       |  
|Bank premises and equipment, principally due to differences in depreciation |  |      |      |   |      |   | 2,423 |  
|Unrealized gains on securities available for sale                           |  |      | 669   |   |      |   | 798   |  
|Other                                                                       |  |      | 171   |   |      |   | 176   |  
|                                                                            |  |      |       |   |      |   |       |  
|Total gross deferred tax liabilities                                        |  |      | 840   |   |      |   | 3,397 |  
|                                                                            |  |      |       |   |      |   |       |  
|Net deferred tax asset                                                      |  | $    | 4,505 |   |      | $ | 465   |  
|                                                                            |  |      |       |   |      |   |       |  



The valuation allowance for
deferred tax assets was $43 thousand at December 31, 2009 and $105 thousand at December 31, 2008. The valuation allowance required at December 31, 2009 and 2008 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 2009 and 2008, 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.



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. Years ended December 31, 2006 through December 31, 2008 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 determined that the tax depreciation deduction was overstated. The increase in taxes owed was approximately $1.3 million. Income tax returns for 2006 and 2007 were also adjusted for the depreciation difference.
Additional taxes for those years were approximately $316 thousand. Interest associated with the additional tax liability for the years 2005, 2006 and 2007 was approximately $380 thousand and has been paid during 2008 and 2009. There were no
penalties assessed by the IRS.



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ECB BANCORP, INC. AND SUBSIDIARY



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



DECEMBER 31, 2009 and 2008



(7)    BORROWED FUNDS



Borrowed funds and the corresponding weighted average rates
(WAR) at December 31, 2009 and 2008 are summarized as follows (dollars in thousands):



|                            |  |      |        |     |      |   |      |   |        |  |      |  
|--------------------------- |  | ---- | ------ | --- | ---- | - | ---- | - | ------ |  | ---- | -
|                            |  | 2009 |        | WAR |      |   | 2008 |   | WAR    | 
|Federal Funds Purchased     |  | $    |       |     |     | % |      | $ | 13,000 |  | 0.48 | %
|Sweep accounts              |  |      | 2,910  |     | 1.00 |   |      |   | 4,416  |  | 0.99 |  
|Advances from FHLB          |  |      | 20,000 |     | 0.81 |   |      |   | 34,000 |  | 2.75 |  
|Repurchase agreements       |  |      |       |     |     |   |      |   | 6,300  |  | 4.48 |  
|                            |  |      |        |     |      |   |      |   |        |  |      |  
|Total short-term borrowings |  |      | 22,910 |     | 0.84 |   |      |   | 57,716 |  | 2.29 |  
|                            |  |      |        |     |      |   |      |   |        |  |      |  
|Advances from FHLB          |  |      | 21,000 |     | 3.22 |   |      |   | 26,000 |  | 3.10 |  
|                            |  |      |        |     |      |   |      |   |        |  |      |  
|Total long-term obligations |  |      | 21,000 |     | 3.22 |   |      |   | 26,000 |  | 3.10 |  
|                            |  |      |        |     |      |   |      |   |        |  |      |  
|Total borrowed funds        |  | $    | 43,910 |     | 1.98 | % |      | $ | 83,716 |  | 2.54 | %
|                            |  |      |        |     |      |   |      |   |        |  |      |  



The following table details the
maturities and rates of our long-term borrowings from the FHLB, as of December 31, 2009.



|                  |  |                        |  |           |       |      |         |      |      |          |                  
|----------------- |  | ---------------------- |  | --------- | ----- | ---- | ------- | ---- | ---- | -------- | -----------------
|Borrow Date       |  | Type                   |  | Principal |       | Term |         | Rate |      | Maturity
|                  |  | (Dollars in thousands)
|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, 2009, were $39.1 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
$56.6 million of investment securities held as collateral by the FHLB on advances as of December 31, 2009. The maximum month end balances were $107.0 million, $80.0 million and $28.0 million during the years ended December 31, 2009, 2008
and 2007, 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 $36.0 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 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 $8.0 million secured repurchase agreements as of December 31, 2009.



(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 $414 thousand, $391 thousand and $314 thousand in
2009, 2008 and 2007, 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.



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ECB BANCORP, INC. AND SUBSIDIARY



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



DECEMBER 31, 2009 and 2008



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, 2009 and 2008 at 6.25% and 5.75%. The liability accrued
for this obligation was $2.3 million and $2.1 million at December 31, 2009 and 2008, 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, 2009, 2008 and 2007 was $216 thousand, $360 thousand and $375 thousand, respectively.



The Company recognizes a liability for the future death benefit provided to certain employees in relation to the postretirement benefit
related to split-dollar life insurance arrangements. A liability of $387 thousand was recorded on January 1, 2008 through a cumulative-effect adjustment to retained earnings and an additional $68 thousand was expensed during
2008. During 2009 the Company expensed $18 thousand. The liability amounted to $473 thousand and $455 thousand at December 31, 2009 and 2008, respectively. 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):



|                                                              |  |      |     |   |      |   |     |  
|------------------------------------------------------------- |  | ---- | --- | - | ---- | - | --- | -
|                                                              |  | 2009 |     |   | 2008 |  
|Reconciliation of benefit obligation:                         |  |      |     |   |      |   |     |  
|Net benefit obligation, January 1                             |  | $    | 746 |   |      | $ | 729 |  
|Service cost                                                  |  |      | 5   |   |      |   | 5   |  
|Interest cost                                                 |  |      | 47  |   |      |   | 42  |  
|Prior service cost                                            |  |      | (8  | ) |      |   | (7  | )
|Benefit paid                                                  |  |      | (42 | ) |      |   | (23 | )
|                                                              |  |      |     |   |      |   |     |  
|Net benefit obligation, December 31                           |  | $    | 748 |   |      | $ | 746 |  
|                                                              |  |      |     |   |      |   |     |  
|Fair value of plan assets                                     |  | $    |    |   |      | $ |    |  
|                                                              |  |      |     |   |      |   |     |  
|Funding status and net amount recognized in other liabilities |  | $    | 748 |   |      | $ | 746 |  
|                                                              |  |      |     |   |      |   |     |  



Net periodic postretirement
benefit cost for 2009, 2008 and 2007 includes the following components (dollars in thousands):



|                                         |  |      |    |   |      |   |    |      |  |   |    |  
|---------------------------------------- |  | ---- | -- | - | ---- | - | -- | ---- |  | - | -- | -
|                                         |  | 2009 |    |   | 2008 |   |    | 2007 | 
|Service cost                             |  | $    | 5  |   |      | $ | 5  |      |  | $ | 5  |  
|Interest cost                            |  |      | 47 |   |      |   | 42 |      |  |   | 43 |  
|Amortization of prior year service cost  |  |      | (8 | ) |      |   | (7 | )    |  |   | (8 | )
|                                         |  |      |    |   |      |   |    |      |  |   |    |  
|Net periodic postretirement benefit cost |  | $    | 44 |   |      | $ | 40 |      |  | $ | 40 |  
|                                         |  |      |    |   |      |   |    |      |  |   |    |  



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ECB BANCORP, INC. AND SUBSIDIARY



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



DECEMBER 31, 2009 and 2008



The following table presents assumptions relating to the plan
at December 31, 2009 and 2008:



|                                                      |  |       |    |  |       |   
|----------------------------------------------------- |  | ----- | -- |  | ----- | --
|                                                      |  | 2009  |    |  | 2008  |   
|Discount rate in determining benefit obligation       |  | 5.3   | %  |  | 6.3   | % 
|Annual health care cost trend rate                    |  | 7.0   | %  |  | 8.0   | % 
|Ultimate medical trend rate                           |  | 7.0   | %  |  | 8.0   | % 
|Medical trend rate period (in years)                  |  | 4     |    |  | 4     |   
|Effect of 1% increase in assumed health care cost on: |  |       |    |  |       |   
|Service and interest cost                             |  | 13.2  | %  |  | 13.1  | % 
|Benefit obligation                                    |  | 12.1  | %  |  | 12.2  | % 
|Effect of 1% decrease in assumed health care cost on: |  |       |    |  |       |   
|Service and interest cost                             |  | (11.0 | )% |  | (11.0 | )%
|Benefit obligation                                    |  | (10.2 | )% |  | (10.3 | )%



(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.



Compensation cost charged to income for the years
ended December 31, 2009 and 2008 was approximately $48 thousand and $115 thousand respectively, related to stock options and $37 thousand and $97 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 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.



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ECB BANCORP, INC. AND SUBSIDIARY



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



DECEMBER 31, 2009 and 2008



A summary of the status of stock options as of
December 31, 2009, 2008 and 2007, and changes during the years then ended, is presented below:



|                                       |  |        |   |      |                            |       |        |        |   |                            |   |        |  |         |                            |  |   |      
|-------------------------------------- |  | ------ | - | ---- | -------------------------- | ----- | ------ | ------ | - | -------------------------- | - | ------ |  | ------- | -------------------------- |  | - | -----
|                                       |  | 2009   |   | 2008 |                            | 2007 
|                                       |  | Number |   |      | WeightedAverageOptionPrice |       | Number |        |   | WeightedAverageOptionPrice |   | Number |  |         | WeightedAverageOptionPrice
|Options outstanding, beginning of year |  | 59,227 |   |      | $                          | 27.79 |        | 58,251 |   |                            | $ | 28.22  |  | 61,476  |                            |  | $ | 21.83
|Granted                                |  |       |   |      |                            |      |        | 6,100  |   |                            |   | 24.50  |  | 16,525  |                            |  |   | 32.60
|Exercised                              |  | (1,892 | ) |      |                            | 11.98 |        |       |   |                            |   |       |  | (19,750 | )                          |  |   | 11.98
|Expired                                |  |       |   |      |                            |      |        | (5,124 | ) |                            |   | 28.76  |  |        |                            |  |   |     
|                                       |  |        |   |      |                            |       |        |        |   |                            |   |        |  |         |                            |  |   |      
|Options outstanding, end of year       |  | 57,335 |   |      | $                          | 28.31 |        | 59,227 |   |                            | $ | 27.79  |  | 58,251  |                            |  | $ | 28.22
|                                       |  |        |   |      |                            |       |        |        |   |                            |   |        |  |         |                            |  |   |      



The following table summarizes information about the stock options outstanding at December 31, 2009:



|                |  |                                   |  |                                                  |  |                                   |  |                               |       |                                                  |    
|--------------- |  | --------------------------------- |  | ------------------------------------------------ |  | --------------------------------- |  | ----------------------------- | ----- | ------------------------------------------------ | ---
|                |  | Options Outstanding               |  | Options Exercisable                             
|Exercise Price  |  | NumberOutstandingDecember 31,2009 |  | Weighted-AverageRemainingContractualLife (Years) |  | NumberOutstandingDecember 31,2009 |  | Weighted-AverageExercisePrice |       | Weighted-AverageRemainingContractualLife (Years)
|$10.00  $13.00 |  | 1,960                             |  | 0.1                                              |  | 1,960                             |  | $                             | 10.00 |                                                  | 0.1
|$13.01  $28.50 |  | 7,800                             |  | 7.0                                              |  | 1,700                             |  |                               | 13.25 |                                                  | 2.0
|$28.51  $29.00 |  | 31,050                            |  | 5.8                                              |  | 24,477                            |  |                               | 28.78 |                                                  | 5.7
|$29.01  $32.60 |  | 16,525                            |  | 7.2                                              |  | 8,954                             |  |                               | 32.60 |                                                  | 7.2
|                |  |                                   |  |                                                  |  |                                   |  |                               |       |                                                  |    
|                |  | 57,335                            |  | 6.1                                              |  | 37,091                            |  | $                             | 28.00 |                                                  | 5.6
|                |  |                                   |  |                                                  |  |                                   |  |                               |       |                                                  |    



The aggregate intrinsic value of both options outstanding and options exercisable at December 31, 2009 was $2 thousand. The aggregate intrinsic value of both options outstanding and options
exercisable at December 31, 2008 was $24 thousand. Cash received for options exercised in 2009 was $23 thousand with an intrinsic value of $10 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:



|                                                               |  |      |  |      |       |   |      |   |       |  
|-------------------------------------------------------------- |  | ---- |  | ---- | ----- | - | ---- | - | ----- | -
|                                                               |  | 2009 |  | 2008 |       |   | 2007 |  
|Weighted average fair value of options granted during the year |  | n/a  |  | $    | 5.84  |   |      | $ | 8.73  |  
|                                                               |  |      | 
|Assumptions:                                                   |  |      |  |      |       |   |      |   |       |  
|Average risk free interest rate                                |  | n/a  |  |      | 3.52  | % |      |   | 4.66  | %
|Average expected volatility                                    |  | n/a  |  |      | 24.37 | % |      |   | 24.82 | %
|Expected dividend rate                                         |  | n/a  |  |      | 2.40  | % |      |   | 2.40  | %
|Expected life in years                                         |  | n/a  |  |      | 7.00  |   |      |   | 7.00  |  



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ECB BANCORP, INC. AND SUBSIDIARY



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



DECEMBER 31, 2009 and 2008



A summary of activity related to non-vested restricted stock
during the year ended December 31, 2009 is presented below:



|                                 |  |                  |   |  |                                     |      
|-------------------------------- |  | ---------------- | - |  | ----------------------------------- | -----
|                                 |  | Non-vestedShares |   |  | WeightedAverageGrant DateFair Value
|Outstanding at December 31, 2008 |  | 5,097            |   |  | $                                   | 26.54
|Granted                          |  | 1,500            |   |  | $                                   | 16.35
|Forfeited                        |  |                 |   |  | $                                   | n/a  
|Vested                           |  | (6,597           | ) |  | $                                   | 24.22
|                                 |  |                  |   |  |                                     |      
|Outstanding at December 31, 2009 |  |                 |   |  | $                                   | n/a  
|                                 |  |                  |   |  |                                     |      



The total fair value of shares that contractually vested during 2009 and 2008 was $276 thousand and $240 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)
|2010  |  | $                      | 36 |                       | $ |      |  | $ | 36
|2011  |  |                        | 21 |                       |   |      |  |   | 21
|2012  |  |                        | 8  |                       |   |      |  |   | 8 
|2013  |  |                        | 2  |                       |   |      |  |   | 2 
|      |  |                        |    |                       |   |       |  |   |   
|Total |  | $                      | 67 |                       | $ |      |  | $ | 67
|      |  |                        |    |                       |   |       |  |   |   



(10)    DEPOSITS



At December 31, 2009 and 2008, certificates of deposit of $100,000 or more amounted to approximately $198.4 million and $224.2 million, respectively.



Time deposit accounts as of December 31, 2009, mature in the following years and amounts: 2010$397.4 million;
2011$61.8 million; 2012$28.3 million; 2013$0.5 million; and 2014$11.7 million.



For the years ended December 31, 2009, 2008 and 2007, interest expense on certificates of deposit of $100,000 or more amounted to
approximately $6.8 million, $8.7 million and $7.9 million, respectively.



(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 2009, 2008 and 2007 was $485 thousand, $521 thousand and $590 thousand, respectively.



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ECB BANCORP, INC. AND SUBSIDIARY



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



DECEMBER 31, 2009 and 2008



Future minimum lease payments under noncancellable operating
leases as of December 31, 2009 are as follows (dollars in thousands):



|                             |  |   |      
|---------------------------- |  | - | -----
|Year ending December 31,     |  |  
|2010                         |  | $ | 520  
|2011                         |  |   | 454  
|2012                         |  |   | 450  
|2013                         |  |   | 450  
|2014                         |  |   | 248  
|Thereafter                   |  |   | 933  
|                             |  |   |      
|Total minimum lease payments |  | $ | 3,055
|                             |  |   |      



(12)    RESERVE REQUIREMENTS



The aggregate net reserve balances maintained under the requirements of the Federal Reserve were approximately $232 thousand at December 31, 2009.



(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 $84.9 million, standby letters of credit of
$1.8 million and $192 thousand of unfunded commitments, included in other liabilities, with two Small Business Administration backed venture and debt investment groups (SBICs) at December 31, 2009.



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 future expected loss experience, current economic conditions,
risk characteristics of various financial instruments, and other factors. These estimates are subjective in nature and involve uncertainties and matters of significant judgment and therefore cannot be determined with precision. Changes in
assumptions 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.



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ECB BANCORP, INC. AND SUBSIDIARY



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



DECEMBER 31, 2009 and 2008



The following table presents the carrying values and
estimated fair values of the Companys financial instruments at December 31, 2009 and 2008 (dollars in thousands):



|                            |  |               |         |                     |   |               |  |                     |         |  |   |        
|--------------------------- |  | ------------- | ------- | ------------------- | - | ------------- |  | ------------------- | ------- |  | - | -------
|                            |  | 2009          |         | 2008               
|                            |  | CarryingValue |         | Estimated FairValue |   | CarryingValue |  | Estimated FairValue
|Financial assets:           |  |               |         |                     |   |               |  |                     |         |  |   |        
|Cash and cash equivalents   |  | $             | 17,811  |                     | $ | 17,811        |  | $                   | 16,799  |  | $ | 16,799 
|Investment securities       |  |               | 239,332 |                     |   | 239,332       |  |                     | 239,709 |  |   | 239,709
|FHLB stock                  |  |               | 5,116   |                     |   | 5,116         |  |                     | 3,859   |  |   | 3,859  
|Accrued interest receivable |  |               | 4,967   |                     |   | 4,967         |  |                     | 4,663   |  |   | 4,663  
|Net loans                   |  |               | 568,066 |                     |   | 565,178       |  |                     | 532,905 |  |   | 531,166
|Financial liabilities:      |  |               |         |                     |   |               |  |                     |         |  |   |        
|Deposits                    |  | $             | 754,730 |                     | $ | 759,647       |  | $                   | 629,152 |  | $ | 632,152
|Short-term borrowings       |  |               | 22,910  |                     |   | 22,910        |  |                     | 57,716  |  |   | 57,716 
|Accrued interest payable    |  |               | 1,121   |                     |   | 1,121         |  |                     | 2,889   |  |   | 2,889  
|Long-term obligations       |  |               | 21,000  |                     |   | 21,210        |  |                     | 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



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 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. 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 recorded at fair value.



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ECB BANCORP, INC. AND SUBSIDIARY



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



DECEMBER 31, 2009 and 2008



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 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, 2009, substantially all of the total impaired loans were evaluated based on the fair value of the collateral. Impaired loans where an allowance is established based on the fair value of collateral require
classification in the fair value hierarchy. When the fair value of the collateral is based on an observable market price or a current appraised value, the Company records the impaired loan as nonrecurring Level 2. When an appraised value is not
available or management determines the fair value of the collateral is further impaired below the appraised value and there is no observable market price, the Company records the impaired loan as nonrecurring Level 3.



Real Estate and Repossessions Acquired in Settlement of Loans



Foreclosed assets are adjusted to fair value
upon transfer of the loans to other real estate owned. 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. Fair value is based upon independent market prices,
appraised values of the collateral or managements estimation of the value of the collateral. When the fair value of the collateral is based on an observable market price or a current appraised value, the Company records the foreclosed asset 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 foreclosed asset
as nonrecurring Level 3.



Assets recorded at fair value on a
recurring basis



|                                         |  |       |         |         |   |         |  |         |         |  |   |       
|---------------------------------------- |  | ----- | ------- | ------- | - | ------- |  | ------- | ------- |  | - | ------
|December 31, 2009 (Dollars in thousands) |  | Total |         | Level 1 |   | Level 2 |  | Level 3
|Investment securities available-for-sale |  | $     | 239,332 |         | $ | 49,662  |  | $       | 185,319 |  | $ | 4,351 
|Total assets at fair value               |  | $     | 239,332 |         | $ | 49,662  |  | $       | 185,319 |  | $ | 4,351 
|                                         |  |       |         |        
|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



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ECB BANCORP, INC. AND SUBSIDIARY



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



DECEMBER 31, 2009 and 2008



Assets recorded at fair value on a nonrecurring basis



|                                                              |  |       |        |         |   |         |  |         |        |  |   |      
|------------------------------------------------------------- |  | ----- | ------ | ------- | - | ------- |  | ------- | ------ |  | - | -----
|December 31, 2009 (Dollars in thousands)                      |  | Total |        | Level 1 |   | Level 2 |  | Level 3
|Impaired loans                                                |  | $     | 12,575 |         | $ |        |  | $       | 7,715  |  | $ | 4,860
|Real estate and repossessions acquired in settlement of loans |  | $     | 5,438  |         | $ | 606     |  | $       | 1,657  |  | $ | 3,175
|Total assets at fair value                                    |  | $     | 18,013 |         | $ | 606     |  | $       | 9,372  |  | $ | 8,035
|                                                              |  |       |        |        
|December 31, 2008 (Dollars in thousands)                      |  | Total |        | Level 1 |   | Level 2 |  | Level 3
|Impaired loans                                                |  | $     | 12,271 |         | $ |        |  | $       | 10,247 |  | $ | 2,024
|Total assets at fair value                                    |  | $     | 12,271 |         | $ |        |  | $       | 10,247 |  | $ | 2,024



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 2009 and 2008.



Total Fair
Value Measurements



|                                             |  |                                  |        |  
|-------------------------------------------- |  | -------------------------------- | ------ | -
|(Dollars in thousands)                       |  | Available-forSale DebtSecurities |       
|Balance, January 1, 2009                     |  | $                                | 11,072 |  
|Total gains or losses (realized/unrealized): |  |                                  |        |  
|Included in earnings                         |  |                                  |       |  
|Included in other comprehensive income       |  |                                  | (129   | )
|Purchases, issuances, and settlements        |  |                                  | 2,480  |  
|Transfers in to/out of Level 3               |  |                                  | (9,072 | )
|Balance, December 31, 2009                   |  | $                                | 4,351  |  
|                                             | 
|(Dollars in thousands)                       |  | Available-forSale DebtSecurities |       
|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 |  



(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)



80



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##### Table of Contents

ECB BANCORP, INC. AND SUBSIDIARY



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



DECEMBER 31, 2009 and 2008



to risk-weighted assets (as defined), and of Tier I capital to average assets (as defined). Management believes, as of December 31, 2009, 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.



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, 2009:                 |  |        |        |       |                             |   |       |                                                              |      |       |  |   |       |  
|Total Capital (to Risk Weighted Assets)  |  | $      | 73,499 |       | 11.28                       | % |       | 3                                                            | 8.00 | %     |  | 3 | 10.00 | %
|Tier 1 Capital (to Risk Weighted Assets) |  |        | 65,335 |       | 10.03                       |   |       | 3                                                            | 4.00 |       |  | 3 | 6.00  |  
|Tier 1 Capital (to Average Assets)       |  |        | 65,335 |       | 7.53                        |   |       | 3                                                            | 4.00 |       |  | 3 | 5.00  |  
|                                         |  |        |        |      
|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  |  



The
following table lists Bancorps actual capital amounts, in thousands, and ratios:



|                                         |  |        |        |       |                             |   |       |                                                              |      |       |  |   |       |  
|---------------------------------------- |  | ------ | ------ | ----- | --------------------------- | - | ----- | ------------------------------------------------------------ | ---- | ----- |  | - | ----- | -
|                                         |  | Actual |        |       | For CapitalAdequacyPurposes |   |       | To be WellCapitalizedUnder PromptCorrective ActionProvisions |     
|                                         |  | Amount |        | Ratio |                             |   | Ratio |                                                              |      | Ratio | 
|As of December 31, 2009:                 |  |        |        |       |                             |   |       |                                                              |      |       |  |   |       |  
|Total Capital (to Risk Weighted Assets)  |  | $      | 91,371 |       | 14.02                       | % |       | 3                                                            | 8.00 | %     |  | 3 | 10.00 | %
|Tier 1 Capital (to Risk Weighted Assets) |  |        | 83,207 |       | 12.77                       |   |       | 3                                                            | 4.00 |       |  | 3 | 6.00  |  
|Tier 1 Capital (to Average Assets)       |  |        | 83,207 |       | 9.59                        |   |       | 3                                                            | 3.00 |       |  | 3 | 5.00  |  
|                                         |  |        |        |      
|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  |  



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, 2009 and 2008, and the related condensed statements of income and cash flows for the years ended December 31, 2009, 2008 and 2007 are as follows:



81



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##### Table of Contents

ECB BANCORP, INC. AND SUBSIDIARY



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



DECEMBER 31, 2009 and 2008



CONDENSED BALANCE SHEETS (dollars in thousands)



|                                           |  |      |        |      |   |       
|------------------------------------------ |  | ---- | ------ | ---- | - | ------
|                                           |  | 2009 |        | 2008
|Assets                                     |  |      |        |      |   |       
|Cash                                       |  | $    | 17,872 |      | $ |      
|Receivable from subsidiary                 |  |      | 520    |      |   | 519   
|Investment in subsidiary                   |  |      | 66,503 |      |   | 67,943
|                                           |  |      |        |      |   |       
|Total assets                               |  | $    | 84,895 |      | $ | 68,462
|                                           |  |      |        |      |   |       
|                                           |  |     
|Liabilities and Shareholders Equity       |  |      |        |      |   |       
|Dividends payable                          |  | $    | 520    |      | $ | 519   
|                                           |  |      |        |      |   |       
|Total liabilities                          |  |      | 520    |      |   | 519   
|                                           |  |      |        |      |   |       
|Total shareholders equity                 |  |      | 84,375 |      |   | 67,943
|                                           |  |      |        |      |   |       
|Total liabilities and shareholders equity |  | $    | 84,895 |      | $ | 68,462
|                                           |  |      |        |      |   |       



CONDENSED STATEMENTS OF INCOME (dollars in thousands)



|                                                      |  |      |        |   |      |   |       |      |  |   |       |  
|----------------------------------------------------- |  | ---- | ------ | - | ---- | - | ----- | ---- |  | - | ----- | -
|                                                      |  | 2009 |        |   | 2008 |   |       | 2007 | 
|Dividends from bank subsidiary                        |  | $    | 2,823  |   |      | $ | 3,864 |      |  | $ | 2,077 |  
|Interest                                              |  |      |       |   |      |   |      |      |  |   | 508   |  
|Equity in undistributed income (losses) of subsidiary |  |      | (1,321 | ) |      |   | (445  | )    |  |   | 2,332 |  
|Amortization expense                                  |  |      |       |   |      |   |      |      |  |   | (105  | )
|                                                      |  |      |        |   |      |   |       |      |  |   |       |  
|Net income                                            |  | $    | 1,502  |   |      | $ | 3,419 |      |  | $ | 4,812 |  
|                                                      |  |      |        |   |      |   |       |      |  |   |       |  



CONDENSED STATEMENTS OF CASH FLOWS (dollars
in thousands)



|                                                 |  |      |        |   |      |   |         |      |  |   |         |  
|------------------------------------------------ |  | ---- | ------ | - | ---- | - | ------- | ---- |  | - | ------- | -
|                                                 |  | 2009 |        |   | 2008 |   |         | 2007 | 
|OPERATING ACTIVITIES:                            |  |      |        |   |      |   |         |      |  |   |         |  
|Net income                                       |  | $    | 1,502  |   |      | $ | 3,419   |      |  | $ | 4,812   |  
|Undistributed (income) losses of subsidiary      |  |      | 1,321  |   |      |   | 445     |      |  |   | (2,332  | )
|Net change in other assets & other liabilities   |  |      | (1     | ) |      |   | (8      | )    |  |   | 569     |  
|Stock based compensation                         |  |      | 85     |   |      |   | 212     |      |  |   | 205     |  
|                                                 |  |      |        |   |      |   |         |      |  |   |         |  
|Net cash provided by operating activities        |  |      | 2,907  |   |      |   | 4,068   |      |  |   | 3,254   |  
|                                                 |  |      |        |   |      |   |         |      |  |   |         |  
|INVESTING ACTIVITIES:                            |  |      |        |   |      |   |         |      |  |   |         |  
|Payment for investments in subsidiary            |  |      | (85    | ) |      |   | (10,793 | )    |  |   | (205    | )
|                                                 |  |      |        |   |      |   |         |      |  |   |         |  
|Net cash used by investing activities            |  |      | (85    | ) |      |   | (10,793 | )    |  |   | (205    | )
|                                                 |  |      |        |   |      |   |         |      |  |   |         |  
|FINANCING ACTIVITIES:                            |  |      |        |   |      |   |         |      |  |   |         |  
|Repurchase of common stock                       |  |      |       |   |      |   | (1,759  | )    |  |   | (31     | )
|Proceeds from issuance of common stock           |  |      | 23     |   |      |   |        |      |  |   | 237     |  
|Repayment of debt                                |  |      |       |   |      |   |        |      |  |   | (10,000 | )
|Proceeds from issuance of preferred stock        |  |      | 17,850 |   |      |   |        |      |  |   |        |  
|Cash dividends paid                              |  |      | (2,823 | ) |      |   | (2,096  | )    |  |   | (2,028  | )
|                                                 |  |      |        |   |      |   |         |      |  |   |         |  
|Net cash provided (used) in financing activities |  |      | 15,050 |   |      |   | (3,855  | )    |  |   | (11,822 | )
|                                                 |  |      |        |   |      |   |         |      |  |   |         |  
|Net change in cash                               |  | $    | 17,872 |   |      | $ | (10,580 | )    |  | $ | (8,773  | )
|                                                 |  |      |        |   |      |   |         |      |  |   |         |  



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ECB BANCORP, INC. AND SUBSIDIARY



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



DECEMBER 31, 2009 and 2008



(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, 2009 and 2008 include loans to officers and directors and their associates totaling approximately $4.4 million and
$3.6 million, respectively. During 2009, $1.6 million in loans were disbursed to officers, directors and their associates and principal repayments of $0.8 million were received on such loans.



(18)    U.S. TREASURYS TROUBLED ASSET RELIEF
PROGRAM (TARP) CAPITAL PURCHASE PROGRAM



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 resulted in 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
outstanding 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.



83



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##### Table of Contents

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.



Managements Annual Report on Internal
Control Over Financial Reporting, and a report of our independent registered public accounting firm regarding our internal control over financial reporting, appears on the following pages of this report.



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 2009 that has materially affected, or is reasonably likely to materially affect, our internal control over
financial reporting.



84



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##### Table of Contents

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, 2009. 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, 2009, 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/    A. DWIGHT
UTZ    |  |  |  | /S/    THOMAS M.
CROWDER
|A. Dwight Utz           |  |  |  | Thomas M. Crowder       
|Chief Executive Officer |  |  |  | Chief Financial Officer 



85



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##### Table of Contents

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, 2009, 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, 2009, 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, 2009, and our report dated March 16, 2010, expressed an unqualified opinion on those consolidated financial statements.



/s/ Dixon Hughes PLLC



Greenville, North Carolina

March 16, 2010



86



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##### Table of Contents

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 2010 Annual Meeting.



In addition to the directors listed in the information incorporated by reference from our definitive Proxy Statement as described above,
Arthur H. Keeney III, age 66, served as a director during 2009. He served as our President and Chief Executive Officer from 1995 until his retirement effective on June 30, 2009. His current three-year term of office as a director expires at our
2010 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 2010 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, 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 2010 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 2010 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 2010
Annual Meeting.



87



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##### Table of Contents

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 2010 Annual Meeting.



Securities Authorized for Issuance Under Equity Compensation Plans.    The following table summarizes all compensation arrangements which were in effect on December 31,
2009, 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     |  | 57,335                                                             | (1) |  | $                                                       | 28.31 |                                                                                                                                     | 189,900 | (2)
|Equity compensation plans not approved by our security holders |  | -0-                                                                |     |  |                                                         | N/A   |                                                                                                                                     | -0-     |    
|Total                                                          |  | 57,335                                                             |     |  | $                                                       | 28.31 |                                                                                                                                     | 189,900 |    



|(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, 2009. 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 2010 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 2010 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 2009 and 2008
in our definitive Proxy Statement to be filed with the Securities and Exchange Commission in connection with our 2010 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, 2009 and 2008



Consolidated Statements of Income for the years
ended December 31, 2009, 2008 and 2007



88



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##### Table of Contents

Consolidated Statements of Shareholders Equity for the years ended
December 31, 2009, 2008 and 2007



Consolidated Statements of Cash Flows for the years ended December 31, 2009, 2008 and 2007



Notes to Consolidated Financial StatementsDecember 31, 2009 and 2008



(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.



89



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##### Table of Contents

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, 2010 |  | ECB BANCORP, INC.
|                     |  |                  
|                     |  | By:               |  | /S/    A. DWIGHT
UTZ                 
|                     |  |                   |  | A. Dwight Utz                        
|                     |  |                   |  | 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/    A. DWIGHT
UTZ A. Dwight Utz                   |  | President and Chief Executive Officer (principal executive officer)                               |  | March 16, 2010
|                                                     |  |                                                                                                  
|/S/    THOMAS M.
CROWDER Thomas M. Crowder           |  | Executive Vice President and Chief Financial Officer (principle financial and accounting officer) |  | March 16, 2010
|                                                     |  |                                                                                                  
|/S/    GEORGE T.
DAVIS George T. Davis, Jr.          |  | Vice Chairman                                                                                     |  | March 16, 2010
|                                                     |  |                                                                                                  
|/S/    GREGORY C.
GIBBS Gregory C. Gibbs             |  | Director                                                                                          |  | March 16, 2010
|                                                     |  |                                                                                                  
|/S/    JOHN F. HUGHES,
JR. John F. Hughes, Jr.       |  | Director                                                                                          |  | March 16, 2010
|                                                     |  |                                                                                                  
|Arthur H. Keeney III                                 |  | Director                                                                                          |  | March 16, 2010
|                                                     |  |                                                                                                  
|/S/    J. BRYANT
KITTRELL III J. Bryant Kittrell III |  | Director                                                                                          |  | March 16, 2010
|                                                     |  |                                                                                                  
|Joseph T. Lamb, Jr.                                  |  | Director                                                                                          |  | March 16, 2010
|                                                     |  |                                                                                                  
|/S/    B. MARTELLE
MARSHALL B. Martelle Marshall     |  | Director                                                                                          |  | March 16, 2010
|                                                     |  |                                                                                                  
|/S/    R. S. SPENCER,
JR. R. S. Spencer, Jr.         |  | Chairman                                                                                          |  | March 16, 2010
|                                                     |  |                                                                                                  
|/S/    MICHAEL D.
WEEKS Michael D. Weeks             |  | Director                                                                                          |  | March 16, 2010



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##### Table of Contents

EXHIBIT INDEX



|           |  |                                                                                                                                                                                                                             
|---------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|ExhibitNo. |  | 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      |  | Employment Agreement between A. Dwight Utz, the Bank and the Registrant (incorporated by reference from Exhibits to Registrants Current Report on Form 8-K dated August 26,
2009)                                          
|           | 
|10.04      |  | 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)                         
|           | 
|10.05      |  | 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)                                       
|           | 
|10.06      |  | 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)                         
|           | 
|10.07      |  | 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)                                              
|           | 
|10.08      |  | 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)                                
|           | 
|10.09      |  | 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)                                              
|           | 
|10.10      |  | 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)                                
|           | 
|10.11      |  | Omnibus Stock Ownership and Long Term Incentive Plan (incorporated by reference from Exhibits to Registration Statement on Form SB-2, Reg. No. 333-61839)                                                                   
|           | 
|10.12      |  | 2008 Omnibus Equity Plan (incorporated by reference from Exhibits to Registrants Current Report on Form 8-K dated April 16, 2008)                                                                                          
|           | 
|10.13      |  | Form of Employee Stock Option Agreement (incorporated by reference from Exhibits to Registration Statement on Form SB-2, Reg. No. 333-61839)                                                                                
|           | 
|10.14      |  | Form of Restricted Stock Agreement (incorporated by reference from Exhibits to Registration Statement on Form S-8, Reg. No. 333-77689)                                                                                      
|           | 
|10.15      |  | Restricted Stock Award Agreement between A. Dwight Utz and the Registrant (incorporated by reference from Exhibits to Registrants September 30, 2009, Quarterly Report on
Form 10-Q)                                       
|           | 
|10.16      |  | 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)                        



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##### Table of Contents

|           |  |                                                                                                                                                                                                                                                                                                                                                           
|---------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|ExhibitNo. |  | Description of Exhibit                                                                                                                                                                                                                                                                                                                                    
|10.17      |  | Amendment to Executive Supplemental Retirement Plan Agreement between the Bank and Arthur H. Keeney III (incorporated by reference from Exhibits to Registrants
2008 Annual Report on Form 10-K)                                                                                                                                                         
|           | 
|10.18      |  | 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)                                                                                                                                                      
|           | 
|10.19      |  | Amendment to Executive Supplemental Retirement Plan Agreement between the Bank and J. Dorson White, Jr. (incorporated by reference from Exhibits to Registrants 2008 Annual
Report on Form 10-K)                                                                                                                                                         
|           | 
|10.20      |  | 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)                                                                                                                                                                            
|           | 
|10.21      |  | Amendment to Executive Supplemental Retirement Plan Agreement between the Bank and T. Olin Davis (incorporated by reference from Exhibits to Registrants 2008 Annual Report
on Form 10-K)                                                                                                                                                                
|           | 
|10.22      |  | 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)                                                                                                                                                                           
|           | 
|10.23      |  | Amendment to Executive Supplemental Retirement Plan Agreement between the Bank and Gary M. Adams (incorporated by reference from Exhibits to Registrants 2008 Annual Report
on Form 10-K)                                                                                                                                                                
|           | 
|10.24      |  | 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)                                                                                                                                                                 
|           | 
|10.25      |  | 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)                                                                                                                                                                 
|           | 
|10.26      |  | 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)                                                                                                                                                                                       
|           | 
|10.27      |  | 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)                                                                                                                                                                                      
|           | 
|10.28      |  | 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)                                                      
|           | 
|10.29      |  | 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. (incorporated by reference from Exhibits to Registrants 2008 Annual Report on Form 10-K)                                                         
|           | 
|10.30      |  | 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)                                                                                                
|           | 
|10.31      |  | Form of Amendment to 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 2008 Annual Report on Form 10-K)                                                                                                   
|           | 
|10.32      |  | Form of Director Supplemental Retirement Plan Agreement between the Bank and Michael D. Weeks (incorporated by reference from Exhibits to Registrants 2008 Annual Report on
Form 10-K)                                                                                                                                                                   
|           | 
|10.33      |  | Form of Amendment to Director Supplemental Retirement Plan Agreement between the Bank and Michael D. Weeks (incorporated by reference from Exhibits to Registrants 2008
Annual Report on Form 10-K)                                                                                                                                                      
|           | 
|10.34      |  | 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)
|           | 
|10.35      |  | 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)                                                                                                                                                                                                                             



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|           |  |                                                                                                                           
|---------- |  | --------------------------------------------------------------------------------------------------------------------------
|ExhibitNo. |  | Description of Exhibit                                                                                                    
|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)
|           | 
|99.01      |  | Certification of Chief Executive Officer and Chief Financial Officer (pursuant to Section III of EESA) (filed herewith)   



COPIES OF EXHIBITS ARE AVAILABLE UPON WRITTEN REQUEST TO
THOMAS M. CROWDER,

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

NORTH CAROLINA 27824.



93