0001193125-06-063068 Sample Contracts

COOPERATIVE BANKSHARES, INC. Stock Option Agreement FOR INCENTIVE STOCK OPTIONS UNDER SECTION 422 OF THE INTERNAL REVENUE CODE
Stock Option Agreement • March 27th, 2006 • Cooperative Bankshares Inc • Savings institutions, not federally chartered

STOCK OPTION (the “Option”) for a 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.

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COOPERATIVE BANKSHARES, INC. Stock Option Agreement FOR NON-INCENTIVE STOCK OPTIONS
Stock Option Agreement • March 27th, 2006 • 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”).

COOPERATIVE BANK FOR SAVINGS SPLIT DOLLAR AGREEMENT
Split Dollar Agreement • March 27th, 2006 • Cooperative Bankshares Inc • Savings institutions, not federally chartered • North Carolina

THIS AGREEMENT is adopted this _______ day of _________________, 2001, by and between COOPERATIVE BANK FOR SAVINGS, a State/Stock Savings Bank located in Wilmington, North Carolina (the “Company”), and ____________________ (the “Executive”). This Agreement shall append the Split Dollar Endorsement entered into on even date herewith or as subsequently amended, by and between the aforementioned parties.

CHANGE IN CONTROL PROTECTION AGREEMENT
Change in Control Protection Agreement • March 27th, 2006 • Cooperative Bankshares Inc • Savings institutions, not federally chartered • North Carolina

AGREEMENT effective as of this day of 200 by and between Cooperative Bank, a North Carolina-chartered commercial bank (the “Bank”), and , an individual (the “Employee”).

COOPERATIVE BANK SUPPLEMENTAL LIFE INSURANCE AGREEMENT EFFECTIVE __________________, 20___
Supplemental Life Insurance Agreement • March 27th, 2006 • Cooperative Bankshares Inc • Savings institutions, not federally chartered • North Carolina

THIS SUPPLEMENTAL LIFE INSURANCE AGREEMENT is adopted this ______ day of _____________________, 200_, by and between COOPERATIVE BANK, a North Carolina Corporation located in Wilmington, North Carolina (the “Company”), and ________________ (the “Executive”).

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