0001193125-08-260655 Sample Contracts

December 23, 2008
Securities Purchase Agreement • December 29th, 2008 • Peoples Bancorp of North Carolina Inc • State commercial banks

Peoples Bancorp of North Carolina, Inc.(the “Company”) anticipates entering into a Securities Purchase Agreement (the “Participation Agreement”) with the United States Department of Treasury (the “Treasury”) that provides, among other things, for the purchase by the Treasury of securities issued by the Company. This purchase is anticipated to occur as part of the Company’s participation in the Treasury’s Troubled Asset Relief Program - Capital Purchase Program (the “CPP”).

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AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • December 29th, 2008 • Peoples Bancorp of North Carolina Inc • State commercial banks • North Carolina

This AMENDMENT TO EMPLOYMENT AGREEMENT (the “Amendment”) is made on the day of , 2008, between PEOPLES BANK, Newton, North Carolina, a North Carolina banking institution (the “Bank”), and JOSEPH F. BEAMAN, JR. (the “Employee”) and is joined in by PEOPLES BANCORP OF NORTH CAROLINA, INC., a North Carolina corporation (the “Holding Company”).

AMENDED AND RESTATED EXECUTIVE SALARY CONTINUATION AGREEMENT
Executive Salary Continuation Agreement • December 29th, 2008 • Peoples Bancorp of North Carolina Inc • State commercial banks • North Carolina

THIS AGREEMENT, made and entered into this day of , 2008, by and between Peoples Bank, a Bank organized and existing under the laws of the State of North Carolina, hereinafter referred to as “the Bank”, and Lance A. Sellers, a Key Employee and the Executive of the Bank, hereinafter referred to as “the Executive.”

AMENDED AND RESTATED EXECUTIVE SALARY CONTINUATION AGREEMENT
Executive Salary Continuation Agreement • December 29th, 2008 • Peoples Bancorp of North Carolina Inc • State commercial banks • North Carolina

THIS AGREEMENT, made and entered into this day of , 2008, by and between Peoples Bank, a Bank organized and existing under the laws of the State of North Carolina, hereinafter referred to as “the Bank”, and Joesph F. Beaman, Jr., a Key Employee and the Executive of the Bank, hereinafter referred to as “the Executive.”

AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • December 29th, 2008 • Peoples Bancorp of North Carolina Inc • State commercial banks • North Carolina

This AMENDMENT TO EMPLOYMENT AGREEMENT (the “Amendment”) is made on the day of , 2008, between PEOPLES BANK, Newton, North Carolina, a North Carolina banking institution (the “Bank”), and A. JOSEPH LAMPRON (the “Employee”) and is joined in by PEOPLES BANCORP OF NORTH CAROLINA, INC., a North Carolina corporation (the “Holding Company”).

AMENDED AND RESTATED DIRECTOR SUPPLEMENTAL RETIREMENT AGREEMENT
Director Supplemental Retirement Agreement • December 29th, 2008 • Peoples Bancorp of North Carolina Inc • State commercial banks • North Carolina

THIS AGREEMENT, made and entered into this day of , 2008, by and between Peoples Bank, a bank organized and existing under the laws of the State of North Carolina (hereinafter referred to as the “Bank”), and member of the Board of Directors of the Bank (hereinafter referred to as the “Director”).

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