Form Of Stock Option Plan

Exhibit (10)(d)


ANSON BANCORP, INC.
STOCK OPTION PLAN
(If Implemented Within One Year of Conversion)


THIS IS THE ANSON BANCORP, INC. STOCK OPTION PLAN ("Plan") of Anson Bancorp, Inc. (the "Corporation"), a North Carolina corporation, with its principal office in Wadesboro, Anson County, North Carolina, adopted by the Board of Directors of the Corporation and effective upon the approval of the Plan by a majority of the shareholders of the Corporation and the receipt of all necessary regulatory approvals, or as soon as practicable thereafter, under which options may be granted from time to time to eligible directors and employees of the Corporation, Anson Savings Bank, Inc. (the "Bank") and of any corporation or other entity of which either the Corporation or the Bank owns, directly or indirectly, not less than fifty percent (50%) of any class of equity securities (a "Subsidiary"), to purchase shares of common stock of the Corporation ("Common Stock"), subject to the provisions set forth as follows:


1. PURPOSE. The purpose of this Plan is to aid the Corporation, the Bank
------- and any Subsidiary in attracting and retaining capable directors and employees and to provide a long range incentive for directors and employees to remain in the management of the Corporation, the Bank or any Subsidiary, to perform at increasing levels of effectiveness and to acquire a permanent stake in the Corporation with the interest and outlook of an owner. These objectives will be promoted through the granting of options to acquire shares of Common Stock pursuant to the terms of this Plan.


2. ADMINISTRATION. The Plan shall be administered by the committee (the
-------------- "Committee"), who are three members of the Board of Directors of the Corporation (the "Board") who are "disinterested persons" as described in Rule 16b- 3(c)(2)(i) of the Rules and Regulations under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Members of the Committee shall serve at the pleasure of the Board. In the absence at any time of a duly appointed Committee, this Plan shall be administered by those members of the Board who are "disinterested persons," and by the Board if there are less than three "disinterested persons." The Committee may designate any officers or employees of the Corporation, the Bank or any Subsidiary to assist in the administration of the Plan and to execute documents on behalf of the Committee and perform such other ministerial duties as may be delegated to them by the Committee.


Subject to the provisions of the Plan, the determinations or the interpretation and construction of any provision of the Plan by the Committee shall be final and conclusive upon all persons affected thereby. By way of illustration and not of limitation, the Committee shall have the discretion (a) to construe and interpret the Plan and all options granted hereunder and to determine the terms and provisions (and amendments thereof) of the options granted under the Plan (which need not be identical); (b) to define the terms used in the Plan and in the options granted hereunder; (c) to prescribe, amend and rescind the rules and regulations relating to the Plan; (d) to determine the individuals to whom and the time or times at which such options shall be granted (except for the options described in paragraph 5), the number of shares to be subject to each option (except for the options described in paragraph 5), the option price, and the determination of leaves of absence which may be granted to participants without constituting a termination of their employment for the purposes of the Plan; and (e) to make all other determinations necessary or advisable for the administration of the Plan.


It shall be in the discretion of the Committee to grant options which qualify as "incentive stock options" (as that term is defined in Section 422 of the Internal Revenue Code of 1986, as amended (the "Code")) or which do not qualify as incentive stock options and which will be given tax treatment as "nonqualified stock options" (herein referred to collectively as "options;" however, whenever reference is specifically made only to "incentive stock options" or "nonqualified stock options," such reference shall be deemed to be made to the exclusion of the other). Any options granted which fail to satisfy the requirements for incentive stock options shall become nonqualified stock options.


3. STOCK AVAILABLE FOR OPTIONS. The stock to be subject to options under
--------------------------- the Plan shall be authorized but unissued shares of Common Stock or, in the discretion of the Committee, issued shares of Common Stock which have been reacquired by the Corporation. The total number of shares of Common Stock for which options may be granted under the Plan is the number of shares equal to ten percent (10%) of the total number of shares of Common Stock issued by the Corporation in connection with the conversion of the Bank from a North Carolina mutual savings bank to a North Carolina stock savings bank on _______, 1998 (the "Conversion"). Such number of shares is subject to any capital adjustments as provided in Section 14. In the event that an option granted under the Plan is forfeited, expires or is terminated unexercised as to any shares covered thereby, such shares thereafter shall be available for the granting of options under the Plan; however, if the forfeiture, expiration or termination date of an option is beyond the term of existence of the Plan as described in Section 19, then any shares covered by forfeited, unexercised or terminated options shall not reactivate the existence of the Plan and therefore may not be available for additional grants under the Plan. The Corporation, during the terms of the Plan, will reserve and keep available a number of shares of Common Stock sufficient to satisfy the requirements of the Plan. In the discretion of the Committee and the Board, the shares of Common Stock necessary to be delivered to satisfy exercised options may be from authorized and unissued shares of Common Stock or may be purchased in the open market.


4. ELIGIBILITY. Options shall be granted only to individuals who meet
----------- all of the following eligibility requirements:


(a) Such individual must be an employee or a member of the Board of
Directors of the Corporation, the Bank or a Subsidiary. For this purpose,
an individual shall be considered to be an "employee" only if there exists
between the Corporation, the Bank or a Subsidiary and the individual the
legal and bona fide relationship of employer and employee. In determining
whether such relationship exists, the regulations of the United States
Treasury Department relating to the determination of such relationship for
the purpose of collection of income tax at the source of wages shall be
applied.


(b) Such individual must have such knowledge and experience in
financial and business matters that he or she is capable of evaluating the
merits and risks of the investment involved in the exercise of the options.


(c) Such individual, being otherwise eligible under this Section 4,
shall have been selected by the Committee as a person to whom an option
shall be granted under the Plan or shall have been designated in accordance
with paragraph 5 hereof.


In determining the directors and employees to whom options shall be granted and the number


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of shares to be covered by each option, the Committee shall take into account the nature of the services rendered by respective directors and employees, their present and potential contributions to the success of the Corporation, the Bank and any Subsidiary and such other factors as the Committee shall deem relevant. A director or employee who has been granted an option under the Plan may be granted an additional option or options under the Plan if the Committee shall so determine.


If, pursuant to the terms of the Plan, it is necessary that the percentage of stock ownership of any individual be determined, stock ownership in the Corporation or of a related corporation which is owned (directly or indirectly) by or for such individual's brothers and sisters (whether by the whole or half blood), spouse, ancestors, and lineal descendants or by or for any corporation, partnership, estate or trust of which such director or employee is a shareholder, partner or beneficiary shall be considered as owned by such director or employee.


5. INITIAL GRANTS. Subject to the provisions of this Plan, options shall
-------------- be awarded to the directors and employees as set forth on Exhibit A. Such options shall be deemed granted as of the date the Plan is approved by a majority of the Corporation's shareholders and by all necessary regulatory authorities, or as soon as practicable thereafter, subject to execution by the optionee of a Stock Option Grant and Agreement (the "Option Agreement") in the form attached hereto as Exhibit B as modified by the Committee to the extent it deems such modification to be necessary or desirable. Such options shall be granted with the intention that they will be nonqualified or incentive stock options as denominated in the Option Agreement. Any option granted with the intention that it will be an incentive stock option but which fails to satisfy a requirement for incentive stock options shall continue to be valid and shall be treated as a nonqualified stock option.


6. OPTION PRICE.
------------


(a) The option price of each option granted under the Plan shall be
not less than one hundred percent (100%) of the market value of the stock
on the date of grant of the option. In the case of incentive stock options
granted to a shareholder who owns stock possessing more than 10 percent
(10%) of the total combined voting power of all classes of stock of the
Corporation, the Bank or a Subsidiary (a "ten percent shareholder"), the
option price of each option granted under the Plan shall not be less than
one hundred and ten percent (110%) of the market value of the stock on the
date of grant of the option. If the Common Stock is listed on a national
securities exchange (including the Nasdaq National Market System) on the
date in question, then the market value per share shall be not less than
the average of the highest and lowest selling price on such exchange on
such date, or if there were no sales on such date, then the market price
per share shall be equal to the average between the bid and asked price on
such date. If the Common Stock is traded otherwise than on a national
securities exchange on the date in question, then the market price per
share shall be equal to the average between the bid and asked price on such
date, or, if there is no bid and asked price on such date, then on the next
prior business day on which there was a bid and asked price. If no such
bid and asked price is available, then the market value per share shall be
its fair market value as determined by the Committee, in its sole and
absolute discretion. The Committee shall maintain a written record of its
method of determining such value.


(b) The option price shall be payable to the Corporation either (i)
in cash or by check, bank draft or money order payable to the order of the
Corporation, or (ii) at the


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discretion of the Committee, through the delivery of shares of the Common
Stock of the Corporation owned by the optionee with a market value
(determined in a manner consistent with (i) above) equal to the option
price, or (iii) at the discretion of the Committee by a combination of (i)
and (ii) above. No shares shall be delivered until full payment has been
made. The Committee may not approve a reduction of such purchase price in
any such option, or the cancellation of any such options and the regranting
thereof to the same optionee at a lower purchase price, at a time when the
market value of the shares is lower than it was when such option was
granted.


7. EXPIRATION OF OPTIONS. The Committee shall determine the expiration
--------------------- date or dates of each option, but such expiration date shall be not later than ten (10) years after the date such option is granted. In the event an incentive stock option is granted to a ten percent shareholder, the expiration date or dates of each option shall be not later than five (5) years after the date such option is granted. The Committee, in its discretion, may extend the expiration date or dates of an option after such date was originally set; however, such expiration date may not exceed the maximum expiration date described in this Section 7.


8. TERMS AND CONDITIONS OF OPTIONS.
-------------------------------


(a) All options must be granted within ten (10) years of the
Effective Date of this Plan as defined in Section 18.


(b) The Committee may grant options which are intended to be
incentive stock options and nonqualified stock options, either separately
or jointly, to an eligible employee.


(c) The grant of options shall be evidenced by a written instrument
(an Option Agreement) containing terms and conditions established by the
Committee consistent with the provisions of this Plan.


(d) Not less than 100 shares may be purchased at any one time unless
the number purchased is the total number at that time purchasable under the
Plan.


(e) The recipient of an option shall have no rights as a shareholder
with respect to any shares covered by his option until payment in full by
him for the shares being purchased. No adjustment shall be made for
dividends (ordinary or extraordinary, whether in cash, securities or other
property) or distributions or other rights for which the record date is
prior to the date such stock is fully paid for, except as provided in
Section 14.


(f) The aggregate fair market value of the stock (determined as of
the time the option is granted) with respect to which incentive stock
options are exercisable for the first time by any participant during any
calendar year (under all benefit plans of the Corporation, the Bank or any
Subsidiary, if applicable) shall not exceed $100,000; provided, however,
that such $100,000 limit of this subsection (f) shall not apply to the
grant of nonqualified stock options. The Committee may grant options which
are exercisable in excess of the foregoing ...