8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): April 21, 2009

ECB BANCORP, INC.

(Exact name of registrant as specified in its charter)

North Carolina	000-24753	56-2090738
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

Post Office Box 337 Engelhard, North Carolina	27824
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (252) 925-9411

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements with Certain Officers.

On April 21, 2009, our Board of Directors selected A. Dwight Utz to succeed Arthur H. Keeney III as our and our bank subsidiary’s President and Chief Executive Officer, effective upon Mr. Keeney’s retirement on July 1, 2009. He also will be appointed as a director of both companies. A copy of our press release dated April 28, 2009, announcing the selection of Mr. Utz is attached as an exhibit to this Report.

Mr. Utz, age 55, currently serves as Executive Vice President/Chief Retail Officer of MidSouth Bancorp, Lafayette, Louisiana, where he has been employed since 2001. Previously, he was employed from 1973 to 1995 by CCNB Bank N.A., Camp Hill, Pennsylvania, where he held senior management positions and last served as Senior Vice President/Regional Market Executive. From 1995 to 2000 he was employed as a corporate Vice President of PNC Financial Services Group, Inc., Pittsburgh, Pennsylvania.

Terms of Mr. Utz’s employment (which is expected to commence on a date to be determined during June 2009) approved by our Board of Directors include:

• Initial base salary of $245,000, subject to annual review and increase at the discretion of our Board of Directors, but with a guaranteed 6% increase effective January 1, 2010;

• Grant of a stock award under our Omnibus Equity Plan covering 1,500 shares of our common stock which will be restricted until we no longer are a participant in the U.S. Department of the Treasury’s Capital Purchase Program (the “CPP”);

• Use of a bank-owned automobile;

• Until coverage under our group health insurance plan becomes effective, and while he is paying for extended coverage under his current employer’s group plan, monthly payments to Mr. Utz of the amount of expense we otherwise would incur in providing coverage to him under our group plan;

• Reimbursement for out-of-pocket moving and other relocation expenses actually incurred (including packing, transportation and relocation expenses; temporary living expenses for up to 90 days, and temporary storage expenses for up to 180 days; closing costs on the sale of his current home and purchase of new home; up to six airfares between Louisiana and North Carolina; and up to $20,000 in other relocation expenses); and

• Eligibility for participation in our Omnibus Equity Plan, annual Management Incentive Plan and any qualified benefit plans we provide from time to time (subject to the terms of those plans and to restrictions imposed by the Emergency Economic Stabilization Act of 2008 as a result of our participation in the CPP) and other benefits we provide to our and the bank’s officers and employees.

The terms described above will be provided for in an Employment Agreement that will be entered into prior to commencement of Mr. Utz’s employment and which will contain other terms and conditions to be negotiated and agreed upon between him and our Board.

Item 9.01. Financial Statements and Exhibits.

(c) Exhibits. The following exhibit is furnished with this Report:

Exhibit No.	Exhibit Description
99.1	Copy of our press release dated April 28, 2009

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, Registrant has duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized.

	ECB BANCORP, INC.
	(Registrant)
Date: April 28, 2009	By:	/S/ GARY M. ADAMS
		Gary M. Adams
		Chief Financial Officer

EX-99.1

Exhibit 99.1

PRESS RELEASE

April 28, 2009

CONTACT:	ECB Bancorp, Inc.
	Arthur H. Keeney III, President/Chief Executive Officer
	(252) 925-9411 (252) 925-8491 facsimile Art.Keeney@ecbbancorp.com

FOR IMMEDIATE RELEASE

ECB Bancorp, Inc. to name

A. Dwight Utz as new CEO effective July 1, 2009.

Engelhard, NC - ECB Bancorp, Inc. (NASDAQ:ECBE) (“ECB” or the “Company”), parent of The East Carolina Bank, said today it will appoint a new President and Chief Executive Officer to succeed Arthur H. Keeney III effective July 1, 2009. The move comes after Mr. Keeney, age 65, announced last fall that he planned to retire in mid-year 2009. ECB said it had been searching for approximately six months for a successor, both internally and across the U.S.

The new CEO will be A. Dwight Utz, a 36-year veteran of the financial services industry. He is currently Executive Vice President/Chief Retail Officer of MidSouth Bancorp, a $1 billion bank holding company in Lafayette, Louisiana. He has also held senior management positions with the former CCNB Bank N.A., a Central Pennsylvania multi-bank holding company with $1.5 billion in assets, and PNC Financial Services Group, Inc., which is headquartered in Pittsburgh, PA, and is one of the largest diversified financial services organizations in the United States with over $291 billion in assets.

Utz, age 55, will be named as President, CEO and a director of both ECB Bancorp, Inc. and the bank effective July 1, 2009.

ECB’s Chairman, R.S. Spencer Jr., stated: “Mr. Keeney is leaving behind a vibrant and well-capitalized bank which has managed to avoid many pitfalls of today’s financial environment. ECB is well positioned for future growth and increased profitability as a result of Mr. Keeney’s contributions during his service here. Mr. Utz comes from large community banks and knows

-MORE-

what it takes to get to the next level safely and profitably. We believe the bank will be in good hands as we move into the decade leading to our 100^th anniversary.”

Dwight Utz, who will be relocating to Hyde County, NC, said in a prepared statement, “I am honored and privileged to have the opportunity to lead this nationally recognized bank with its distinguished history of financial strength and performance in serving the citizens of eastern North Carolina. I look forward to working with the talented and loyal ECB team and to embracing a future that is full of opportunities. Our team’s commitment to ECB’s motto, “Excellence in Community Banking”, will only continue to strengthen the banking communities that we serve.”

Utz is a Westminster, Maryland native and is married to the former Debbye Minori of Mechanicsburg, PA. The couple has two married sons, one grandson, and is expecting another grandson in June. Mr. Utz has been active in civic affairs in all of his previous residences, including American Heart Association, Rotary, Chambers of Commerce and various state banking organizations.

About ECB Bancorp, Inc.

ECB Bancorp, Inc. is a bank holding company, headquartered in Engelhard, North Carolina, whose wholly-owned subsidiary, The East Carolina Bank, is a state-chartered, independent community bank insured by the FDIC. The Bank provides a full range of financial services through its 24 offices covering eastern North Carolina from Currituck to Ocean Isle Beach and Greenville to Hatteras. The Bank also provides mortgages, insurance services through the Bank’s licensed agents, and investment and brokerage services offered through a third-party broker-dealer. The Company’s common stock is listed on The Nasdaq Global Market under the symbol “ECBE”. More information can be obtained by visiting ECB’s web site at www.ecbbancorp.com.