0001193125-05-065258 Sample Contracts

ADVANCES AND SECURITY AGREEMENT
Advances and Security Agreement • March 30th, 2005 • Cooperative Bankshares Inc • Savings institutions, not federally chartered • Georgia

This ADVANCES AND SECURITY AGREEMENT (this “Agreement”), dated as of the earlier of the date of execution by the Bank (as hereinafter defined) and November 30, 2004, is entered into between Cooperative Bank, a state bank organized under the laws of and located in the state of North Carolina, having its principal place of business at 201 Market Street, Wilmington, NC 28401-4443 (the “Borrower”) and the Federal Home Loan Bank of Atlanta, a corporation organized and existing under the laws of the United States, having its principal office at 1475 Peachtree Street, N.E., Atlanta, Georgia 30309 (the “Bank”).

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MASTER MORTGAGE LOAN WAREHOUSING AND SECURITY AGREEMENT
Master Mortgage Loan Warehousing • March 30th, 2005 • Cooperative Bankshares Inc • Savings institutions, not federally chartered • California

THIS MASTER MORTGAGE LOAN WAREHOUSING AND SECURITY AGREEMENT (the “Agreement”) is made and is effective as of April 1, 2004 by and between FIRST COLLATERAL SERVICES, INC., a corporation organized under the laws of Delaware (“Lender”) and Lumina Mortgage Company, Inc., a corporation organized under the laws of North Carolina (the “Company”):

COOPERATIVE BANKSHARES, INC.
Stock Option Agreement • March 30th, 2005 • Cooperative Bankshares Inc • Savings institutions, not federally chartered

STOCK OPTION (the “Option”) for a total of shares of Common Stock, par value $1.00 per share, of Cooperative Bankshares, Inc. (the “Company”), which Option is intended to qualify as an incentive stock option under Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”), is hereby granted to (the “Optionee”) at the price set forth herein, and in all respects subject to the terms, definitions and provisions of the Cooperative Bankshares, Inc. 1998 Stock Option and Incentive Plan, as amended (the “Plan”) which was adopted by the Company and which is incorporated by reference herein, receipt of which is hereby acknowledged.

COOPERATIVE BANKSHARES, INC.
Stock Option Agreement • March 30th, 2005 • Cooperative Bankshares Inc • Savings institutions, not federally chartered

STOCK OPTION (the “Option”) for a total of shares of Common Stock, par value $1.00 per share, of Cooperative Bankshares, Inc. (the “Company”) is hereby granted to . (the “Optionee”) at the price set forth herein, and in all respects subject to the terms, definitions and provisions of the Cooperative Bankshares, Inc. 1998 Stock Option and Incentive Plan, as amended (the “Plan”) which has been adopted by the Company and which is incorporated by reference herein, receipt of which is hereby acknowledged. Such Stock Options do not comply with Options granted under Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”).

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