On January 16, 2009, ECB Bancorp, Inc. ("Registrant"), the parent company of The East Carolina Bank (the "Bank"), entered into a letter agreement (the "Purchase Agreement") with the United State Department of the Treasury (the "Treasury"), pursuant to which Registrant issued and sold to the Treasury 17,949 shares of Registrant's Fixed Rate Cumulative Perpetual Preferred Stock, Series A (the "Series A Preferred Stock") for an aggregate purchase price of $17,949,000 in cash. In conjunction with that sale, Registrant issued to the Treasury a warrant (the "Warrant") to purchase 144,984 shares of Registrant's common stock, par value $3.50 per share (the "Common Stock"). A copy of the Purchase Agreement is attached as Exhibit 10.01 to this Report and is incorporated herein by reference.

The Series A Preferred Stock will qualify as Tier 1 capital for purposes of Registrant's regulatory capital requirements and will pay cumulative dividends at a rate of 5% per annum for the first five years and 9% per annum thereafter. The form of certificate for the Series A Preferred Stock is attached as Exhibit 4.01 to this Report and is incorporated herein by reference. The Series A Preferred Stock may be redeemed by Registrant at any time after three years. Prior to the end of three years, the Series A Preferred Stock may be redeemed by Registrant only with proceeds from the sale of other equity securities of Registrant that qualify for treatment as Tier 1 capital.

The Warrant has a 10-year term and is immediately exercisable upon its issuance, with an exercise price, subject to anti-dilution adjustments, equal to $18.57 per share of the Common Stock. A copy of the Warrant is attached as Exhibit 4.02 to this Report and is incorporated herein by reference. If Registrant receives aggregate gross cash proceeds of not less than $17,949,000 from qualified equity offerings on or prior to December 31, 2009, the number of shares of Common Stock issuable pursuant to the Treasury's exercise of the Warrant will be reduced by one half of the original number of shares. Pursuant to the Purchase Agreement, the Treasury has agreed not to exercise voting power with respect to any shares of Common Stock issued upon exercise of the Warrant.

The Series A Preferred Stock and the Warrant were issued in a private transaction exempt from registration pursuant to Section 4(2) of the Securities Act of 1933, as amended. Upon the request of the Treasury at any time, Registrant has agreed to promptly enter into a deposit arrangement pursuant to which the Series A Preferred Stock may be deposited and depositary shares ("Depositary Shares"), representing fractional shares of Series A Preferred Stock, may be issued. Registrant also has agreed that, upon the request of the Treasury at any time, it will register the Series A Preferred Stock, the Warrant, the shares of Common Stock underlying the Warrant (the "Warrant Shares") and Depositary Shares, if any. Neither the Series A Preferred Stock, the Warrant, nor the Warrant Shares will be subject to any contractual restrictions on transfer, except that the Treasury may only transfer or exercise an aggregate of one-half ( 1/2) of the Warrant Shares prior to December 31, 2009 or, if earlier, the redemption of 100% of the shares of Series A Preferred Stock.

In the Purchase Agreement, Registrant agreed that, until such time as the Treasury ceases to own any debt or equity securities of Registrant acquired pursuant to the Purchase Agreement, Registrant will take all necessary actions to ensure that its compensation and benefit plans with respect to its "senior executive officers" comply with Section 111(b) of the Emergency Economic Stabilization Act of 2008 (the "EESA") as implemented by any guidance or regulation under the EESA that has been issued and is in effect as of the date of issuance of the Series A Preferred Stock and the Warrant, and has agreed not . . .

The information set forth under "Item 1.01 Entry into a Material Definitive Agreement" above is incorporated by reference into this Item 3.02.

Effective on January 15, 2009, Registrant amended its Articles of Incorporation to create a separate series of its authorized preferred stock designated as its Series A Preferred Stock and, as described in Item 1.01 above, issued 17,949 shares of that stock to the Treasury. Under the terms of the Series A Preferred Stock, unless all accrued dividends have been paid in full on the Series A Preferred Stock, Registrant may not declare or pay dividends or distributions on, or purchase, redeem or otherwise acquire for consideration, shares of its Common Stock or other "Junior Stock" (as defined below) or "Parity Stock" (as defined below). Additionally, even if all dividends have been paid on the Series A Preferred Stock, during the first three years following Registrant's issuance of the Series A Preferred Stock to Treasury, Registrant is required to obtain the Treasury's approval in order to increase the dividend per share paid on its Common Stock from the last quarterly cash dividend per share ($0.1825) declared prior to January 16, 2009, or to purchase outstanding shares of its Common Stock, unless the Series A Preferred Stock has been redeemed in full or the Treasury has transferred all of the Series A Preferred Stock to third parties.

The Series A Preferred Stock has a liquidation preference of $1,000 per share. If Registrant is liquidated and its assets are distributed to its shareholders, holders of the Series A Preferred Stock would be entitled to receive that amount, plus the cumulative amount of any accrued but unpaid dividends, for each share before any amount could be distributed to holders of its Common Stock or other Junior Stock.

"Junior Stock" means the Common Stock and any other class or series of Registrant's stock, the terms of which expressly provide that it ranks junior to the Series A Preferred Stock as to dividend rights and/or rights upon liquidation, dissolution or winding up of Registrant. "Parity Stock" means any class or series of Registrant's stock, the terms of which do not expressly provide that such class or series will rank senior or junior to the Series A Preferred Stock as to dividend rights and/or rights upon liquidation, dissolution or winding up of Registrant (in each case without regard to whether dividends accrue cumulatively or non-cumulatively).

The information concerning restrictions on executive compensation set forth under "Item 1.01 Entry Into a Material Definitive Agreement" is incorporated by reference into this Item 5.02.

On January 16, 2009, in conjunction with the transaction described in Item 1.01 above, Registrant and the Bank entered into Capital Purchase Program Compliance Agreements ("Compliance Agreements") with each of Messrs. Arthur H. Keeney III, J. Dorson White, Gary M. Adams and T. Olin Davis. Under the terms of the Compliance Agreements, each of the senior executive officers named above agreed to the modification of any existing or future compensation or benefit plans or agreements with each of them, respectively, to the extent required by
Section 111(b) of EESA and the rules thereunder, and waived any claim against Registrant, the Bank and the Treasury arising from such modification. The Compliance Agreements also generally provide that, during the period in which the Treasury holds the Series A Preferred Stock, Warrant or Warrant Shares, if any bonus or incentive compensation paid to those senior executive officers is based on materially inaccurate performance criteria, such compensation shall be repaid. Copies of the Compliance Agreements with Registrant's senior executive officers are attached as Exhibits 10.02, 10.03, 10.04 and 10.05 to this Report and are incorporated herein by reference.

Effective on January 15, 2009, Registrant amended Article 2 of its Articles of Incorporation by filing Articles of Amendment with the North Carolina Secretary of State. The amendment, which Registrant's Board of Directors was authorized to approve without a vote of shareholders, created a separate series of Registrant's authorized preferred stock designated as its Series A Preferred Stock described in Item 1.01 above, and specified the preferences, limitations and relative rights of the Series A Preferred Stock. A copy of the Registrant's complete Articles of Incorporation, as amended through January 15, 2009, is attached as Exhibit 3.01 to this Report and is incorporated herein by reference.

On January 20, 2009, Registrant issued a press release announcing the transactions described in Item 1.01 above and its sale of Series A Preferred Stock and issuance of Warrants to the Treasury. A copy of the press release is attached as Exhibit 99.1 to this Report.

(d) Exhibits. The following exhibits are being filed or furnished with this Report:

Exhibit No.   Exhibit Description
 3.01         Registrant's Articles of Incorporation as amended through January 15,
              2009

 4.01         Form of Certificate for the Series A Preferred Stock

 4.02         Warrant dated January 16, 2009, for the purchase of shares of Common
              Stock

10.01         Letter Agreement dated January 16, 2009, between the Registrant and the
              United States Department of the Treasury

10.02         Capital Purchase Program Compliance Agreement dated January 16, 2009, by
              and among ECB Bancorp, Inc., The East Carolina Bank and Arthur H. Keeney
              III (amendment to employment agreement)

10.03         Capital Purchase Program Compliance Agreement dated January 16, 2009, by
              and among ECB Bancorp, Inc., The East Carolina Bank and J. Dorson White
              (amendment to employment agreement)

10.04         Capital Purchase Program Compliance Agreement dated January 16, 2009, by
              and among ECB Bancorp, Inc., The East Carolina Bank and T. Olin Davis
              (amendment to employment agreement)

10.05         Capital Purchase Program Compliance Agreement dated January 16, 2009, by
              and among ECB Bancorp, Inc., The East Carolina Bank and Gary M. Adams
              (amendment to employment agreement)

99.1          Press Release dated January 20, 2009

Statements in this Report and its exhibits relating to plans, strategies, economic performance and trends, projections of results of specific activities or investments, expectations or beliefs about future events or results, and other statements that are not descriptions of historical facts, may be forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and
Section 21E of the Securities Exchange Act of 1934. Forward-looking information is inherently subject to risks and uncertainties, and actual results could differ materially from those currently anticipated due to a