COOPERATIVE BANKSHARES, INC. Stock Option Agreement FOR INCENTIVE STOCK OPTIONS UNDER SECTION 422 OF THE INTERNAL REVENUE CODE

Exhibit 10.12

COOPERATIVE BANKSHARES, INC.

1998 STOCK OPTION AND INCENTIVE PLAN, AS AMENDED

Stock Option Agreement

FOR INCENTIVE STOCK OPTIONS

UNDER SECTION 422 OF THE INTERNAL REVENUE CODE

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.

1. Exercise Price. The exercise price per share is $                         , which equals 100%* of the fair market value, as determined by the Committee, of the Common Stock on the date of grant of this Option.

2. Exercise of Option. This Option shall be exercisable in accordance with the Plan and the following provisions:

(i) Schedule of rights to exercise. This Option shall be immediately exercisable upon the Date of Xxxxx.

(ii) Method of Exercise. This Option shall be exercisable by a written notice by the Optionee which shall:

(a) state the election to exercise the Option, the number of shares with respect to which it is being exercised, the person in whose name the stock certificate or certificates for such shares of Common Stock is to be registered, his address and Social Security Number (or if more than one, the names, addresses and Social Security Numbers of such persons);

(b) contain such representations and agreements as to the holder’s investment intent with respect to such shares of Common Stock as may be satisfactory to the Company’s counsel;

(c) be signed by the person or persons entitled to exercise the Option and, if the Option is being exercised by any person or persons other than the Optionee, be accompanied by proof, satisfactory to counsel for the Company, of the right of such person or persons to exercise the Option; and

(d) be in writing and delivered in person or by certified mail to the Treasurer of the Company.

Payment of the purchase price of any shares with respect to which the Option is being exercised shall be by cash, Common Stock owned for more than six months, or such combination of cash and Common Stock owned for more than six months as the Optionee elects. The certificate or certificates for shares of Common Stock as to which the Option shall be exercised shall be registered in the name of the person or persons exercising the Option.

(iii) Restrictions on exercise. This Option may not be exercised if the issuance of the shares upon such exercise would constitute a violation of any applicable federal or state securities or other law or valid regulation. As a condition to the Optionee’s exercise of this Option, the Company may require the person exercising this Option to make any representation and warranty to the Company as may be required by any applicable law or regulation.

3. Withholding. The Optionee hereby agrees that the exercise of the Option or any installment thereof will not be effective, and no shares will become transferable to the Optionee, until the Optionee makes appropriate arrangements with the Company for such tax withholding as may be required of the Company under federal, state, or local law on account of such exercise.

4. Non-transferability of Option. This Option may not be transferred in any manner otherwise than by will or the laws of descent or distribution. The terms of this Option shall be binding upon the executors, administrators, heirs, successors and assigns of the Optionee.

5. Term of Option. This Option may not be exercisable for more than ten** years from the date of grant of this Option, as stated below, and may be exercised during such term only in accordance with the Plan and the terms of this Option.

Date of Grant				COOPERATIVE BANKSHARES, INC. 1998 STOCK OPTION AND INCENTIVE PLAN COMMITTEE
				By:
						Authorized Member of the Committee
				Witness:

* 110% in the case of an Optionee who owns shares representing more than 10% of the outstanding common stock of the Company on the date of grant of this Option.

** Five years in the case of an Optionee who owns shares representing more than 10% of the outstanding common stock of the Company on the date of grant of this Option.