On September 25, 2012, ECB Bancorp, Inc. (the "Company"), the parent company of The East Carolina Bank, entered into an Agreement and Plan of Merger (the "Merger Agreement") with Crescent Financial Bancshares, Inc. ("Crescent Financial"), the parent company of Crescent State Bank, pursuant to which the Company will merge with and into Crescent Financial. As part of the transaction, The East Carolina Bank will also merge with and into Crescent State Bank.

Under the terms of the Merger Agreement, at the effective time of the merger, each outstanding share of the Company's common stock will be converted into 3.55 of a share of Crescent Financial common stock.

Following the consummation of the transactions contemplated by the Merger Agreement, three members of the Company's board of directors will join Crescent Financial's board of directors. In addition, Crescent Financial will also appoint three members of the Company's board as members of the board of directors of Crescent State Bank, with one such member, A. Dwight Utz, President and Chief Executive Officer of the Company, to serve as Chairman of the board of directors of Crescent State Bank. Mr. Utz will also serve as President of Crescent Financial following consummation of the transaction.

Pursuant to the Merger Agreement, each of A. Dwight Utz, President and Chief Executive Officer of the Company; Thomas M. Crowder, Executive Vice President and Chief Financial Officer of the Company; James J. Burson, Executive Vice President and Chief Revenue Officer of the Company, and T. Olin Davis, Executive Vice President and Chief Credit Officer of the Company, will enter into an employment agreement, or an amendment to their existing employment/severance arrangement(s) with the Company, with Crescent Financial and Crescent State Bank.

The transaction is subject to customary closing conditions, including the receipt of regulatory approvals and approval of the merger by shareholders of the Company and Crescent Financial. The Merger Agreement contains provisions that provide for the termination of the Merger Agreement in certain circumstances, and such provisions may require the Company to pay Crescent Financial a termination fee of $2.0 million and expense reimbursement up to $500,000. Currently, the merger is expected to be completed in the first quarter of 2013.

The Merger Agreement contains usual and customary representations and warranties that the parties to the Merger Agreement made to each other as of specific dates. The assertions embodied in those representations and warranties were made solely for purposes of the Merger Agreement between the parties, and may be subject to important qualifications and limitations agreed to by the parties in connection with negotiating the terms of the Merger Agreement. Moreover, the representations and warranties are subject to a contractual standard of materiality that may be different from what may be viewed as material to shareholders, and the representations and warranties may have been used for the purpose of allocating risk between the parties rather than establishing matters as facts. The Company has also agreed not to solicit or initiate discussions with third parties regarding other proposals to acquire the Company and it has agreed to certain usual and customary restrictions on its ability to respond to such proposals, as more fully described in the Merger Agreement.

On September 25, 2012, Crescent Financial and the Company will conduct a conference call regarding the transaction. Pursuant to Regulation FD, the presentation materials to be used on that call are attached hereto as Exhibit 99.2.

On September 25, 2012, the Company will distribute Q&A materials regarding the transaction to its employees. Pursuant to Regulation FD, the Q&A materials to be distributed are attached hereto as Exhibit 99.3.

(d) Exhibits

Number                                   Description

 2.1        Agreement and Plan of Merger, dated as of September 25, 2012, by and
            between ECB Bancorp, Inc. and Crescent Financial Bancshares, Inc.*

99.1        Joint Press Release dated September 25, 2012

99.2        Presentation Materials

99.3        Employee Q&A Materials

* The registrant has omitted schedules and similar attachments to the subject agreement pursuant to Item 601(b)(2) of Regulation S-K. The registrant will furnish a copy of any omitted schedule or similar attachment to the United States Securities and Exchange Commission upon request.