NOMINATING COMMITTEE CHARTER
OF THE
BOARD OF DIRECTORS OF COOPERATIVE BANKSHARES, INC.
AS APPROVED BY THE BOARD OF DIRECTORS
JANUARY 16, 2008

I. AUTHORITY AND COMPOSITION

The Committee is established pursuant to Article II, Section 14 of the Restated Bylaws of Cooperative Bankshares, Inc. (the “Corporation”). Committee members shall be appointment annually by the Board of Directors of the Corporation (the “Board”) and may be replaced by the Board. The Committee may appoint a Secretary, who need not be a Director. A Committee Chairman may be appointed by the Board.

The Committee shall be comprised of at least three (3) members, each of whom shall meet the independence requirements of NASD Rule 4350(c)(4) and NASD Rule 4200(a)(15) and shall meet any other standards of independence as may be prescribed for purposes of any federal securities laws relating to the Committee’s duties and responsibilities. None of the Committee members may be an officer or former officer of the Corporation.

II. PURPOSE OF THE COMMITTEE

The Committee’s purpose is to select nominees for Directors of the Corporation and to address the Directors’ nominations process and related matters.

III. RESPONSIBILITIES OF THE COMMITTEE

The following activities are set forth as a guide with the understanding that the Committee may diverge from this guide as it considers appropriate.

(a) Identify potential candidates for nominations as Directors on an ongoing basis, in such manner as the Committee deems appropriate;

(b) Consider any nominations of Director Candidates validly made by shareholders of the Corporation in accordance with applicable, law, rule or regulation;

(c) Recommend to the Board the number of Directors to be elected and a slate of nominees for election as Directors at the Corporation’s annual meeting of shareholders;

(d) Recommend to the Board persons to be appointed as Directors in the interval between annual meetings of the Corporation’s shareholders;

(e) Recommend to the Board standards for determining director independence consistent with the requirements of the NASD Rules and other legal or regulatory corporate governance requirements and review and assess these standards on a periodic ongoing basis;

(f) Review the qualifications and independence of the members of the Board and its various committees on a regular periodic basis and may make recommendations the Committee members may deem appropriate from time to time concerning any recommended changes in the composition of the Board and its committees; and

(g) Review periodically a summary of the Company’s transactions with directors and executive officers of the Company and with firms that employ directors, as well as any other related person transactions, for the purpose of recommending to the disinterested members of the Board of Directors that the transactions are fair, reasonable and within Company policy and should be ratified and approved. “Related person” and “transaction” shall have the meanings given to such terms in Securities and Exchange Commission Regulation S-K, Item 404 as amended from time to time.

IV. With respect to the responsibilities listed above, the Committee shall:

(a) Report at least annually to the Board on its activities;

(b) Maintain minutes of its meetings and records relating to those meetings and the Committee’s activities;

(c) Have the sole authority to retain and terminate any search firm to be used to identify Director Candidates and to approve the search firm’s fees and other retention terms;

(d) Review and reassess the adequacy of this Charter annually and recommend to the Board any proposed changes to this Charter; and

(e) Annually review the Committee’s own performance.

V. GENERAL

In performing their responsibilities, Committee members are entitled to rely in good faith on information, opinions, reports or statements prepared or presented by:

(a) One or more officers and employees of the Corporation whom the Committee member reasonably believes to be reliable and competent in the matters presented;

(b) Counsel, independent auditors, or other persons as to matters which the Committee member reasonably believes to be within the professional or expert competence of such person; or

(c) Another committee of the Board as to matters within its designated authority which committee the Committee member reasonably believes to merit confidence.