0001093672-06-000057 Sample Contracts

GUARANTEE AGREEMENT PEOPLES BANCORP OF NORTH CAROLINA, INC. Dated as of June 28, 2006
Guarantee Agreement • November 13th, 2006 • Peoples Bancorp of North Carolina Inc • State commercial banks • New York

This GUARANTEE AGREEMENT (the "Guarantee"), dated as of June 28, 2006, is executed and delivered by Peoples Bancorp of North Carolina, Inc., incorporated in North Carolina (the "Guarantor"), and LaSalle Bank National Association, as trustee (the "Guarantee Trustee"), for the benefit of the Holders (as defined herein) from time to time of the Capital Securities (as defined herein) of PEBK Capital Trust II, a Delaware statutory trust (the "Issuer").

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CAPITAL SECURITIES PURCHASE AGREEMENT June 26, 2006
Capital Securities Purchase Agreement • November 13th, 2006 • Peoples Bancorp of North Carolina Inc • State commercial banks • New York

THIS CAPITAL SECURITIES PURCHASE AGREEMENT (this "Purchase Agreement") is made among PEBK Capital Trust II, a statutory trust created under the laws of the State of Delaware (the "Trust"), Peoples Bancorp of North Carolina, Inc. (the "Company" and, collectively with the Trust, the "Offerors") and Bear, Stearns Securities Corp. (the "Purchaser").

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