0001193125-05-000888 Sample Contracts

GUARANTEE AGREEMENT Carolina Bank Holdings, Inc. Dated as of December 29, 2004
Guarantee Agreement • January 4th, 2005 • Carolina Bank Holdings Inc • Savings institution, federally chartered • New York

This GUARANTEE AGREEMENT (the “Guarantee”), dated as of December 29, 2004, is executed and delivered by Carolina Bank Holdings, Inc., incorporated in North Carolina (the “Guarantor”), and Wells Fargo Bank, National Association, a national banking association with its principal place of business in the State of Delaware, 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 Carolina Capital Trust, a Delaware statutory trust (the “Issuer”).

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