0001193125-05-249072 Sample Contracts

INDEMNIFICATION AGREEMENT
Indemnification Agreement • December 27th, 2005 • Midcarolina Financial Corp • State commercial banks • North Carolina

This Indemnification Agreement made this day of , 2005, between MidCarolina Financial Corporation, a North Carolina corporation (the “Corporation”) and , a director, officer, employee, agent, or representative (as hereinafter defined) of the Corporation (the “Indemnitee”).

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AMENDMENT OF STOCK OPTION AGREEMENT
Stock Option Agreement • December 27th, 2005 • Midcarolina Financial Corp • State commercial banks

This AMENDMENT OF STOCK OPTION AGREEMENT (this “Amendment”) is entered into as of this day of December, 2005, by and between MidCarolina Financial Corporation, a North Carolina corporation (“MidCarolina”), and the undersigned recipient (the “Optionee”) of stock options previously granted under MidCarolina’s Employee Stock Option Plan (the “Plan”).

AMENDMENT OF STOCK OPTION AGREEMENT
Stock Option Agreement • December 27th, 2005 • Midcarolina Financial Corp • State commercial banks

This AMENDMENT OF STOCK OPTION AGREEMENT (this “Amendment”) is entered into as of this day of December, 2005, by and between MidCarolina Financial Corporation, a North Carolina corporation (“MidCarolina”), and the undersigned recipient (the “Optionee”) of stock options previously granted under MidCarolina’s Employee Stock Option Plan (the “Plan”).

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