PLAN OF EXCHANGE
This Plan of Exchange has been adopted as of the 11th day of March,
1999, by and between Southcoast Financial Corporation (the "Holding Company")
and Southcoast Community Bank (the "Bank").
1. The name of the corporation whose shares will be acquired is
Southcoast Community Bank.
2. The name of the acquiring corporation is Southcoast Financial
Corporation.
3. At the Effective Time, as hereinafter defined, every outstanding
share of the common stock of the Bank shall be exchanged for and one share of
the common stock of the Holding Company without any further action by the
holders of shares of common stock of the Bank. At the Effective Time, the
Holding Company shall, without any further action, become the owner and holder
of all of the issued and outstanding shares of the common stock of the Bank.
4. The Effective Time shall be the time stated in, or, if no time is
stated, the time of the filing of, the Articles of Merger or Share Exchange
filed with the South Carolina Secretary of State.
5. After the Effective Time, persons who were holders of the common
stock of the Bank at and before the Effective Time shall have no further rights
as shareholders of the Bank.
6. After the Effective time, certificates representing shares of the
common stock of the Bank shall evidence only the right of the holders to
surrender such certificates to the Holding Company and receive certificates for
an equivalent number of shares of common stock of the Holding Company.
