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COOPERATIVE BANKSHARES, INC.
201 Market Street
Wilmington, North Carolina  28401 

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDER MEETING TO BE HELD ON APRIL 25, 2008 

Dear Stockholder: 
1.             Under new Securities and Exchange Commission rules, you are receiving this notice that the proxy materials for our 2008 Annual Meeting of Stockholders are available on the Internet.  This communication presents only an overview of the more complete proxy materials that are available to you on the Internet.  We encourage you to access and review all of the important information contained in the proxy materials before voting.

2.                   The Proxy Statement, Annual Report on Form 10-K and Summary Annual Report to Stockholders are available at www.coop-bank.com/Investor_Relations.htm. 

3.             If you want to receive a paper or e-mail copy of these documents, you must request one.  There is no charge to you for requesting a copy.  Please make your request for a copy as instructed below on or before April 10, 2008 to facilitate timely delivery. 

The 2008 Annual Meeting of Stockholders of Cooperative Bankshares, Inc. (the “Company”) will be held at the Hilton Wilmington Riverside, 301 North Water Street, Wilmington, North Carolina, on Friday, April 25, 2008 at 11:00 a.m., local time.  The Board of Directors has fixed February 29, 2008 as the record date for determination of the stockholders entitled to receive notice of and to vote at the Annual Meeting and any adjournments thereof. 

The Annual Meeting is for the purpose of considering and acting upon:

1.                   The election of three directors to a three-year term of office; 

2.                   The amendment of the Company’s Articles of Incorporation to provide that the number of Company directors shall be such number as shall be provided from time to time in, or in accordance with, the Company’s Bylaws;

3.                   The approval of the Cooperative Bankshares, Inc. Stock-Based Retirement Plan for Directors; 

4.                   The ratification of the appointment of Dixon Hughes PLLC as independent registered public accounting firm for fiscal year 2008; and 

5.                   The transaction of such other matters as may properly come before the Annual Meeting or any adjournments thereof. 

                The Board of Directors is not aware of any other business to come before the Annual Meeting.   

                The Board of Directors recommends voting (1) FOR the election of the nominees for director listed in the proxy statement; (2) FOR the amendment of the Company’s Articles of Incorporation; (3) FOR the approval of the Stock-Based Retirement Plan for Directors; and (4) FOR the ratification of the appointment of Dixon Hughes PLLC as independent registered public accounting firm for fiscal year 2008. 

You may access the following proxy materials at www.coop-bank.com/Investor_Relations.htm: 

-  Notice of the 2008 Annual Meeting of Stockholders
                - The Company's 2008 Proxy Statement
                - The Company's Annual Report on 10-K for the year ended December 31, 2007
                - The Company's Summary Annual Report and
                -  A downloadable Proxy Card

We encourage you to access and review all of the important information contained in the proxy materials before voting.  To access a printable proxy card, click on the “Proxy Card” link.  To vote by mail after printing the proxy card, enter the CONTROL NUMBER printed below and then mark, sign and date the proxy card and mail it promptly to the Company’s Transfer Agent at the address below.  You must put the CONTROL NUMBER printed below on the printed proxy card before mailing the proxy card. 

Alternatively, you may choose to vote via the Internet at www.coop-bank.com/Investor_Relations.htm.  Please have your printed proxy card or the CONTROL NUMBER, printed below, in hand when you access the website.  To obtain access to the online voting page, you will need to enter your CONTROL NUMBER.  Voting via the Internet authorizes the individuals named on the proxy card to vote your shares in the same manner as if you marked, signed and returned your proxy card.  If you vote via the Internet, you do not need to return your proxy card by mail. 

If you prefer a paper copy of the proxy materials, you may request one by sending an e-mail to InvestorRelations@coop-bank.com, calling 1-800-672-0443 (ext. 4149 or 4159) or by making a request online at www.coop-bank.com/Investor_Relations.htm.  You will have the opportunity to make a request to receive paper copies for all future meetings or only for the 2008 Annual Meeting of Stockholders. 

Stockholders of record as of February 29, 2008 are encouraged and cordially invited to attend the 2008 Annual Meeting of Stockholders.  Directions to attend the Annual Meeting where you may vote in person can be found online at www.coop-bank.com/Investor_Relations.htm.

BY ORDER OF THE BOARD OF  DIRECTORS 

                                                                                                Linda B. Hopkins 
Vice President and Secretary

SAMPLE:
Control Number  _ _ _ _ - _ _ _ _ - _ _ _ _ 
Total Shares: __________
Mr. and Mrs. John Doe JT TEN
P.O. Box 111
City, State, Zip Code

COMPLETED PROXY CARDS
SHOULD BE RETURNED TO:
First Citizens Bank
Institutional Advisory Services
Mail Code – FCC61
P O Box 29522
Raleigh, NC  27626