Peoples Bancorp of North Carolina, Inc. (a North Carolina corporation) 25,054 Shares of Fixed Rate Cumulative Perpetual Preferred Stock, Series A UNDERWRITING AGREEMENTUnderwriting Agreement • June 29th, 2012 • Peoples Bancorp of North Carolina Inc • State commercial banks • New York
Peoples Bancorp of North Carolina, Inc., a North Carolina corporation (the “Company”), Peoples Bank, a North Carolina chartered bank (the “Bank”) and the United States Department of the Treasury (the “Selling Shareholder”) each confirms its agreement with Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”) and Sandler O’Neill & Partners, L.P. (“Sandler O’Neill,” and collectively with Merrill Lynch, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 11 hereof), for whom Merrill Lynch and Sandler O’Neill are acting as Representatives (in such capacity, the “Representatives”), with respect to the sale by the Selling Shareholder and the purchase by the Underwriters, acting severally and not jointly, of the respective numbers of shares of Fixed Rate Cumulative Perpetual Preferred Stock, Series A, no par value, of the Company (the “Preferred Stock”) set forth in Schedule A hereto. The aforesaid 25,054 shares of Pr
