0001193125-05-225726 Sample Contracts

BANK OF WILMINGTON DIRECTOR ELECTIVE INCOME DEFERRAL AGREEMENT
Income Deferral Agreement • November 14th, 2005 • Bank of Wilmington CORP • National commercial banks • North Carolina

This DIRECTOR ELECTIVE INCOME DEFERRAL AGREEMENT (this “Agreement”) is made as of this 16th day of December, 2004, by and among Bank of Wilmington, a bank chartered under North Carolina law (the “Bank”), and WINDELL DANIELS (the “Director”).

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BANK OF WILMINGTON ENDORSEMENT SPLIT DOLLAR AGREEMENT
Endorsement Split Dollar Agreement • November 14th, 2005 • Bank of Wilmington CORP • National commercial banks • North Carolina

THIS ENDORSEMENT SPLIT DOLLAR AGREEMENT (this “Agreement”) is entered into as of this 23rd day of June, 2005 by and between Bank of Wilmington, a North Carolina-chartered commercial bank (the “Bank”), and John Cameron Coburn, its President and Chief Executive Officer (the “Executive”). This Agreement shall append the Split Dollar Policy Endorsement entered into on even date herewith or as subsequently amended, by and between the aforementioned parties.

CHANGE OF CONTROL AGREEMENT
Change of Control Agreement • November 14th, 2005 • Bank of Wilmington CORP • National commercial banks • North Carolina

THIS CHANGE OF CONTROL AGREEMENT (hereinafter referred to as this “Agreement”) is entered into as of March 22, 1999, by and between BANK OF WILMINGTON, Wilmington, North Carolina (“BOW”) and LYNN M. BURNEY (“Officer”).

BANK OF WILMINGTON SALARY CONTINUATION AGREEMENT
Salary Continuation Agreement • November 14th, 2005 • Bank of Wilmington CORP • National commercial banks • North Carolina

THIS SALARY CONTINUATION AGREEMENT (this “Agreement”) is made and entered into as of this 23rd day of June, 2005, by and between Bank of Wilmington, a bank chartered under North Carolina law (the “Bank”), and Lynn M. Burney, its Senior Vice President and Chief Operations Officer (the “Executive”).

EMPLOYMENT AGREEMENT
Employment Agreement • November 14th, 2005 • Bank of Wilmington CORP • National commercial banks • North Carolina

This EMPLOYMENT AGREEMENT is entered into effective as of this 23rdday of June, 2005, by and between Bank of Wilmington, a bank chartered under North Carolina law (the “Bank”), and John Cameron Coburn, its President and Chief Executive Officer (the “Executive”).

STATE OF NORTH CAROLINA COUNTY OF NEW HANOVER
Nonstatutory Stock Option Agreement • November 14th, 2005 • Bank of Wilmington CORP • National commercial banks • North Carolina

THIS NONSTATUTORY STOCK OPTION AGREEMENT (the “Agreement”) is made and entered into as of this day of , 20 , between BANK OF WILMINGTON, a North Carolina banking corporation (the “Bank”), and (the “Optionee”).

CONSULTING AGREEMENT
Consulting Agreement • November 14th, 2005 • Bank of Wilmington CORP • National commercial banks • North Carolina

THIS CONSULTING AGREEMENT is entered into as of this 23rd day of June, 2005 by and between Bank of Wilmington, a bank chartered under North Carolina law (the “Bank”), and Larry W. Flowers, currently serving as the Bank’s Executive Vice President and Chief Credit Officer (the “Consultant”).

STATE OF NORTH CAROLINA COUNTY OF NEW HANOVER
Incentive Stock Option Agreement • November 14th, 2005 • Bank of Wilmington CORP • National commercial banks • North Carolina

THIS INCENTIVE STOCK OPTION AGREEMENT (the “Agreement”) is made and entered into as of this day of , 20 , between BANK OF WILMINGTON, a North Carolina banking corporation (the “Bank”), and (the “Optionee”).

BANK OF WILMINGTON SALARY CONTINUATION AGREEMENT
Salary Continuation Agreement • November 14th, 2005 • Bank of Wilmington CORP • National commercial banks • North Carolina

THIS SALARY CONTINUATION AGREEMENT (this “Agreement”) is made and entered into as of this 23rd day of June, 2005, by and between Bank of Wilmington, a bank chartered under North Carolina law (the “Bank”), and Betty V. Norris, its Senior Vice President/Treasurer and Chief Financial Officer (the “Executive”).

BANK OF WILMINGTON SALARY CONTINUATION AGREEMENT
Salary Continuation Agreement • November 14th, 2005 • Bank of Wilmington CORP • National commercial banks • North Carolina

THIS SALARY CONTINUATION AGREEMENT (this “Agreement”) is made and entered into as of this 23rd day of June, 2005, by and between Bank of Wilmington, a bank chartered under North Carolina law (the “Bank”), and John Cameron Coburn, its President and Chief Executive Officer (the “Executive”).

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