1、_PEOPLES BANCORPOF NORTH CAROLINA,INC._Notice of 2009 Annual Meeting,Proxy Statement andAnnual ReportiPEOPLES BANCORP OF NORTH CAROLINA,INC.PROXY STATEMENTTable of ContentsPageNOTICE OF 2009 ANNUAL MEETING OF SHAREHOLDERS.iiPROXY STATEMENT.1Security Ownership Of Certain Beneficial Owners and Managem
2、ent.4Section 16(a)Beneficial Ownership Reporting Compliance.7Proposal 1-Election of Directors.7Our Board of Directors and Its Committees.8Executive Committee.9Governance Committee.9Audit Committee.9Report of Audit Committee.10Implications of Participation in the Troubled Asset Purchase Relief Capita
3、l Purchase Program onExecutive Compensation Arrangements.12Effect of the American Recovery and Reinvestment Act of 2009.13Compensation Committee Interlocks and Insider Participation.13Compensation Committee Certification.14Executive Compensation and Benefits.15Director Compensation.15Executive Offic
4、ers.17Management Compensation.17Employment Agreements.20Equity Compensation Plan Information.21Omnibus Stock Ownership and Long Term Incentive Plan.21Incentive Compensation Plans.22Deferred Compensation Plan.25Supplemental Retirement Plan.26Discretionary Bonuses and Service Awards.26Profit Sharing P
5、lan and 401(k)Plan.26Indebtedness of and Transactions with Management and Directors.27Performance Graph.28Proposal 2 Approval of the Companys 2009 Omnibus Stock Option and Long Term IncentivePlan.29Federal Income Tax Consequences.32Proposal 3-Advisory(Non-Binding)Proposal to Approve the Compensation
6、 of the CompanysNamed Executive Officers.33Proposal 4-Ratification of Selection of Independent Auditor.33Audit Fees.34Audit Related Fees.34Tax Fees.34All Other Fees.34Date for Receipt of Shareholder Proposals.34Other Matters.35Miscellaneous.35Appendix A Annual Report to ShareholdersAppendix B People