exv10w67






Exhibit 10.67




PLEDGE AND SECURITY AGREEMENT




     THIS PLEDGE AND SECURITY AGREEMENT (this “Pledge Agreement”) is dated as of April 30,
2009 and is made by and between NCB Financial Corporation, a Delaware corporation
(“Pledgor”), and SUNTRUST BANK, in its capacity as Collateral Agent (“Collateral
Agent”) for the Creditors (defined below).



R E C I T A L S:




     A. National Consumer Cooperative Bank, doing business as NCB (the “Borrower”),
SunTrust Bank, in its capacity as Administrative Agent (the “Administrative Agent”) for the
lenders parties thereto (the “Lenders”), and the Lenders entered into that certain Credit
Agreement dated as of May 1, 2006 (as amended and in effect on the date hereof and as may be
further amended, restated, modified or supplemented from time to time, the “Credit
Agreement”), pursuant to which the Lenders agreed to extend certain financial accommodations
pursuant to the terms and conditions set forth in the Credit Agreement;



     B. The Borrower and certain investors are party to that certain Note Purchase and Uncommitted
Master Shelf Agreement dated as of December 28, 2001 (as amended and in effect on the date hereof
and as may be further amended, restated, modified or supplemented from time to time, the
“Senior Note Agreement”), pursuant to which the Borrower issued its (a) 5.62% Senior Notes
due December 28, 2009 in the original principal amount of $55,000,000 and (b) 5.60% Senior Notes
due December 15, 2010 in the original principal amount of $50,000,000 (as amended and in effect on
the date hereof and as may be further amended, restated, modified or supplemented from time to
time, collectively, the “Senior Notes”; and each holder from time to time of a Senior Note
referred to individually as “Noteholder” and collectively as the “Noteholders”);



     C. Pledgor has guarantied the Borrower’s obligations under the Credit Agreement, the other
Loan Documents (as defined in the Credit Agreement), the Senior Note Agreement and the other
Transaction Documents (as defined in the Senior Note Agreement) pursuant to the terms of that
certain Guaranty Agreement dated as of the date hereof (the “Guaranty”);



     D. The Lenders and the Noteholders have required that Pledgor secure its obligations under the
Guaranty by pledging its ownership interests in the capital stock of NCB, FSB, a federally
chartered savings bank (“Bank Subsidiary”).



     THEREFORE, in consideration of the premises and mutual covenants herein contained and for
other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:



A G R E E M E N T:




1. DEFNITIONS




1









 








     1.1. Defined Terms. The following capitalized terms generally used in this Pledge
Agreement shall have the meanings defined or referenced below (such meanings to be equally
applicable to both the singular and the plural forms of the term defined). Certain other
capitalized terms used in specific sections of this Pledge Agreement may be defined in such
sections.



     “Certificates” means any and all notes, warrants, options, stock certificates or other
documents or instruments now or hereafter received or receivable by Pledgor and representing
Pledgor’s interest in the Pledged Stock.



     “Collateral Documents” means (a) this Pledge Agreement, (b) the Guaranty and (c) that certain
Security Agreement by the Borrower in favor of Collateral Agent, dated as of the date hereof.



     “Creditors” means (i) the Lenders, (ii) the Issuing Bank (as such term is defined in the
Credit Agreement), (iii) the Lenders and the affiliates of the Lenders that have or may enter into
Swap Contracts (as such term is defined in the Credit Agreement) with the Borrower and its
subsidiaries and (iv) the Noteholders.



     “Event of Default” means an Event of Default under the Credit Agreement or under the Senior
Note Agreement.



     “Obligations” means (a) Obligations as defined in the Credit Agreement and (b) Obligations as
defined in the Senior Note Agreement.



     “Pledged Stock” means: (i) the shares of capital stock of Bank Subsidiary as described on the
attached Schedule A hereto and any and all other shares of capital stock issued by Bank
Subsidiary whether now owned or hereafter acquired by Pledgor, whether directly from Bank
Subsidiary or otherwise and whether such other shares are now or hereafter in the possession of
Pledgor, Collateral Agent or other holder (but excluding capital stock issued to Pledgor in
connection with the Capital Purchase Program (as defined in the Credit Agreement), so long as such
capital stock is transferred to the U.S. Department of Treasury or its designee within 15 days of
the issuance thereof); (ii) all stock and other securities or property owned by Pledgor which are
issued pursuant to conversion, redemption, exercise of rights, stock split, recapitalization,
reorganization, stock dividends or other corporate act which are referable to the shares referenced
in clause (i) or this clause (ii) (collectively, the “Additional Pledged Securities”);
(iii) all distributions, whether cash or otherwise, in the nature of a partial or complete
liquidation, dissolution or winding up which are referable to the shares referenced in clause (i)
or clause (ii) (such distributions are hereinafter referred to as “Liquidating
Distributions”); and (iv) all substitutions for any of the foregoing, proceeds of and from any
of the foregoing and all interest, cash dividends or other payments in respect of any of the
foregoing.



     1.2. Exhibits and Schedules Incorporated. All exhibits and schedules attached hereto
or referenced herein, are, hereby incorporated into this Pledge Agreement.


2. PLEDGE AND GRANT OF SECURITY INTERESTS. Pledgor hereby pledges, collaterally assigns,
hypothecates and transfers to Collateral Agent, for the ratable benefit of the


2









 






Creditors, all
Pledged Stock, together with appropriate undated assignments separate from the Certificates duly
executed in blank, and hereby grants to and creates in favor of Collateral Agent, for the ratable
benefit of Creditors, continuing liens and security interests in the Pledged Stock as collateral
security for: (a) the due and punctual payment, performance and observance by Pledgor of all
Obligations; (b) all reasonable sums advanced by, or on behalf of, Collateral Agent and Creditors
in connection with or relating to this Pledge Agreement or the Pledged Stock including, without
limitation, any and all sums advanced to preserve the Pledged Stock, or to perfect Collateral
Agent’s lien in the Pledged Stock; (c) in the event of any proceeding to enforce the satisfaction
of the Obligations, the reasonable expenses of retaking, holding, preparing for sale, selling or
otherwise disposing of or realizing on the Pledged Stock, or of any exercise by Collateral Agent of
its rights, together with reasonable attorneys’ fees, expenses and court costs; and (d) all costs
incurred by Collateral Agent to obtain, perfect, preserve and enforce the liens and security
interests granted by this Pledge Agreement and the other Collateral Documents, to collect the
Obligations Secured Hereby (as hereinafter defined) and to maintain and preserve the Pledged Stock,
with such reasonable costs including, without limitation, reasonable expenditures made by
Collateral Agent for attorneys’ fees and other reasonable legal expenses and expenses of
collection, possession and sale of the Pledged Stock, together with interest on such costs at the
rate set forth in clause (ii) of the definition of “Post-Default Rate” set forth in the Credit
Agreement or the default rate as set forth in the Senior Notes, whichever is higher, on all such
amounts; provided that if such interest exceeds the maximum amount permitted to be paid under
applicable law, then such interest shall be reduced to such maximum permitted amount (the foregoing
subsections (a) through (d) are collectively referred to herein as the “Obligations Secured
Hereby”).



3. DELIVERY OF PLEDGED STOCK. Pledgor shall place the Pledged Stock in pledge by
delivering, or by causing to be delivered, the Certificates to and depositing them with Collateral
Agent, its agent or any custodian appointed in writing by Collateral Agent. Pledgor shall also
deliver to Collateral Agent, its agent or any custodian concurrently therewith undated assignments
separate from the Certificates duly executed in blank and all other applicable and appropriate
documents and assignments in form suitable to enable Collateral Agent to effect the transfer of all
or any portion of the Pledged Stock to the extent hereinafter provided.




4. ADDITIONAL COLLATERAL




     4.1. Delivery of Additional Pledged Securities. If Pledgor shall hereafter become
entitled to receive or shall receive any interest, cash dividends, cash proceeds, any Additional
Pledged Securities, any Liquidating Distributions, or any other cash or non-cash payments on
account of the Pledged Stock, Pledgor agrees to accept the same as Collateral Agent’s agent and to
hold the same in trust on behalf of and for the benefit of Collateral Agent and agrees to promptly
deliver the same or any Certificates therefor forthwith to Collateral Agent or its agent in the
exact form received, with the endorsement of Pledgor, when necessary, or appropriate undated
assignments separate from the Certificates duly executed in blank, to be held by Collateral Agent
or its agent subject to the terms hereof.



     4.2. Proceeds; Dividends and Voting. Notwithstanding anything contained in this
Pledge Agreement to the contrary, Pledgor shall be entitled to receive or shall receive such
interest and cash dividends paid on account of the Pledged Stock and may retain and use such



3









 







amounts
for its own purposes, and to exercise voting rights with respect to the Pledged Stock,
except to the extent set forth in Section 7.2 hereof.


5. REPRESENTATIONS AND WARRANTIES OF PLEDGOR. To induce Collateral Agent to enter into
this Pledge Agreement, Pledgor hereby makes the representations and warranties made by the Borrower
with respect to or in any way relating to Pledgor in the Credit Agreement, the other Loan Documents
(as defined in the Credit Agreement), the Senior Note Agreement and the other Transaction Documents
(as defined in the Senior Note Agreement) and, in addition, makes the following representations and
warranties to Collateral Agent and Creditors:




     5.1. As of the date hereof, Pledgor owns beneficially and of record all of the issued and
outstanding shares of capital stock of Bank Subsidiary and has good and marketable title to all of
the Pledged Stock. Schedule A attached hereto sets forth all of the issued and outstanding shares
of capital stock of Bank Subsidiary as of the date hereof.



     5.2. Pledgor holds the Pledged Stock free and clear of all liens, charges, encumbrances,
security interests, options, voting trusts and restrictions of every kind and nature whatsoever
except only the liens and security interests created by this Pledge Agreement.



     5.3. Each security which is a part of the Pledged Stock has been duly authorized and validly
issued and is fully paid and nonassessable.



     5.4. This Pledge Agreement has been duly executed and delivered by Pledgor.



     5.5. The pledge, collateral assignment and delivery of the Pledged Stock pursuant to this
Pledge Agreement creates in favor of Collateral Agent for the ratable benefit of Creditors a valid
first lien and first and senior security interest in the Pledged Stock, which lien and security
interest secure the Obligations and are perfected once either (a) the Certificates are delivered to
the Collateral Agent or (b) a financing statement properly describing the Pledged Stock as
collateral is filed with the secretary of state of the state in which Pledgor is organized.



6. PLEDGOR’S COVENANTS.




     6.1. Pledgor covenants and agrees that it will defend the lien of Collateral Agent and
Creditors in and to the Pledged Stock against the claims and demands of all persons whomsoever.



     6.2. Pledgor covenants and agrees that it will not sell, convey or otherwise dispose of any of
the Pledged Stock, or create, incur or permit to exist any pledge, lien, mortgage, hypothecation,
security interest, charge, option or any other encumbrance or restriction with respect to any of
the Pledged Stock, or any interest therein, or any proceeds thereof, except for the liens and
security interests created by this Pledge Agreement.



     6.3. Other than pursuant to the Capital Purchase Program (as defined in the Credit Agreement),
Pledgor covenants and agrees that it will not consent to the issuance of: (i) any additional shares
of capital stock of Subsidiary Bank unless such shares are pledged and the Certificates therefor
delivered to Collateral Agent, simultaneously with the issuance thereof,



4









 







together with appropriate
undated assignments separate from the Certificates duly executed in blank; and (ii) any options by
Subsidiary Bank obligating Subsidiary Bank to issue additional shares of capital stock of any class
of Subsidiary Bank.



     6.4. At any time from time to time, upon the written request of Collateral Agent, and at the
sole expense of Pledgor, Pledgor covenants and agrees that it will promptly and duly execute and
deliver such further instruments and documents and take such further actions as Collateral Agent
may reasonably request for the purposes of obtaining or preserving the full benefits of this Pledge
Agreement and of the rights and powers herein granted, including, without limitation, the filing of
UCC-1 financing statements in favor of Collateral Agent with respect to the Pledged Stock and the
proceeds thereof, in form satisfactory to Collateral Agent and with the secretary of state of any
state as Collateral Agent may determine and will, from time to time upon the written request of
Collateral Agent after the occurrence of any Event of Default, promptly transfer any Pledged Stock
into the name of any nominee designated by Collateral Agent. If any amount payable under or in
connection with any of the Pledged Stock shall be or become evidenced by any promissory note, other
instrument or chattel paper, such note, instrument or chattel paper shall be immediately delivered
to Collateral Agent, duly endorsed in a manner reasonably satisfactory to Collateral Agent, to be
held as Pledged Stock pursuant to this Pledge Agreement.



     6.5. Pledgor covenants and agrees to pay, and to save Collateral Agent and Creditors harmless
from any and all liabilities with respect to or resulting from any delay in paying, any and all
stamp, excise, sales or other taxes which may be payable or determined to be payable with respect
to any of the Pledged Stock or in connection with any of the transactions contemplated by this
Pledge Agreement.



7. RIGHTS AND REMEDIES UPON DEFAULT.




     7.1. Upon the occurrence and during the continuation of any Event of Default, Collateral Agent
may proceed to protect and enforce rights granted under this Pledge Agreement, through appropriate
proceedings, and Collateral Agent shall have, without limitation, all of the rights and remedies
provided by applicable law, including, without limitation, the rights and remedies of a secured
party under the New York Uniform Commercial Code (the “UCC”).



     7.2. Upon the occurrence and during the continuation of any Event of Default



     (a) Pledgor shall deliver (properly endorsed where required hereby or requested by Collateral
Agent) to Collateral Agent all dividends, distributions, all interest, all principal, all other
cash payments, and all proceeds of the Pledged Stock, all of which shall be held by Collateral
Agent for use in accordance with Section 12; and



     (b) Collateral Agent shall be entitled, at Collateral Agent’s option, to exercise all voting
and corporate rights with respect to the Pledged Stock as it may determine, without liability
therefore, and upon notice to Pledgor by Collateral Agent that Collateral Agent intends to exercise
its voting power under this Section 7.2(b):




     (i) Collateral Agent may exercise (to the exclusion of Pledgor) the voting power and
all other incidental rights of ownership with respect to any Pledged Stock and



5









 







Pledgor
hereby grants Collateral Agent an irrevocable proxy, exercisable under such circumstances,
to vote the Pledged Stock; and




     (ii) Pledgor shall promptly deliver to Collateral Agent such additional proxies and
other documents as may be necessary to allow Collateral Agent to exercise such voting power;



     provided, however, Collateral Agent shall not have any duty to exercise any voting and
corporate rights in respect of the Pledged Stock and shall not be responsible or liable to Pledgor
or any other person for any failure to do so or delay in so doing.


All dividends, distributions, interest, principal, cash payments, and proceeds which may at any
time and from time to time be held by Pledgor but which Pledgor is then obligated to deliver to
Collateral Agent, shall, until delivery to Collateral Agent, be held by such Pledgor separate and
apart from its other property in trust for Collateral Agent. Collateral Agent agrees that unless
an Event of Default shall have occurred and be continuing and Collateral Agent shall have given the
notice referred to in Section 7.2(b) (to the extent that such notice is required to be delivered
pursuant to such Section 7.2(b)), Pledgor shall have the exclusive voting power with respect to any
shares of Pledged Stock and Collateral Agent shall, upon the written request of Pledgor, promptly
deliver such proxies and other documents, if any, as shall be reasonably requested by Pledgor which
are necessary to allow Pledgor to exercise voting power with respect to any of the Pledged Stock;
provided, however, that no vote shall be cast, or consent, waiver, or ratification given, or action
taken by Pledgor that would, in any material respect, be inconsistent with or violate any provision
of the Credit Agreement (or any other Loan Document), the Senior Note Agreement (or any other
Transaction Document), and this Pledge Agreement.




     7.3. Without limiting the generality of any of the foregoing, if any Event of Default shall
occur, Collateral Agent shall have the right to sell the Pledged Stock, or any part thereof, at
public or private sale or at any broker’s board or on any securities exchange for cash, upon credit
or for future delivery, and at such price or prices as Collateral Agent may deem best, and
Collateral Agent may be the purchaser of any or all of the Pledged Stock so sold and thereafter
Collateral Agent or any other purchaser shall hold the same free from any right or claim of
whatsoever kind. Collateral Agent is authorized, at any such sale, if it deems it advisable so to
do, to restrict the number of prospective bidders or purchasers to persons who will represent and
agree that they are purchasing for their own account, for investment, and not with a view to the
distribution or resale of the Pledged Stock and may otherwise require that such sale be conducted
subject to restrictions as to such other matters as Collateral Agent may deem necessary in order
that such sale may be effected in such manner as to comply with all applicable state and federal
securities laws. Upon any such sale, Collateral Agent shall have the right to deliver, assign and
transfer to the purchaser thereof the Pledged Stock so sold.



     7.4. Each purchaser at any such sale shall hold the property sold, absolutely free from any
claim or right of whatsoever kind, including any equity or right of redemption of Pledgor, who
hereby specifically waives all rights of redemption, stay or appraisal which it has or may have
under any rule of law or statute now existing or hereafter adopted. Collateral Agent shall give
Pledgor not less than ten days’ written notice of its intention to make any such public or private
sale or at any broker’s board or on any securities exchange (with such notice to state the



6









 







time and
place of such sale), and Pledgor agrees that such notice shall be deemed reasonable.



     7.5. Any such public sale shall be held at such time or times within the ordinary business
hours and at such place or places as Collateral Agent may fix in the notice of such sale. At any
sale, the Pledged Stock may be sold in one lot as an entirety or in parts, as Collateral Agent may
determine. Collateral Agent shall not be obligated to make any sale pursuant to any such notice.
Collateral Agent may, without notice or publication, adjourn any sale, and such sale may be made at
any time or place to which the same may be so adjourned. In case of any sale of all or any part of
the Pledged Stock on credit or for future delivery, the Pledged Stock so sold may be retained by
Collateral Agent until the selling price is paid by the purchaser thereof, but Collateral Agent
shall not incur any liability in case of the failure of such purchaser to take up and pay for the
Pledged Stock so sold and, in case of any such failure, such Pledged Stock may again be sold upon
like notice.



     7.6. Collateral Agent, instead of exercising the power of sale herein conferred upon it, may
proceed by a suit or suits at law or in equity to foreclose this Pledge Agreement and sell the
Pledged Stock, or any portion thereof, under a judgment or decree of a court or courts of competent
jurisdiction.



     7.7. On any sale of the Pledged Stock, Collateral Agent is hereby authorized to comply with
any limitation or restriction in connection with such sale that it may be advised by counsel is
necessary in order to avoid any violation of applicable law or in order to obtain any required
approval of the purchaser or purchasers by any third party or any Governmental Authority (as
defined in the Credit Agreement) or officer or court, including, without limitation, all
limitations and restrictions imposed by federal and state banking laws and regulations. Compliance
with the foregoing sentence shall result in such sale or disposition being considered or deemed to
have been made in a commercially reasonable manner.



     7.8. In furtherance of the exercise by Collateral Agent of the rights and remedies granted to
it hereunder, Pledgor agrees that, upon request of Collateral Agent and at the expense of Pledgor,
it will use its commercially reasonable efforts to obtain all third party and governmental
approvals necessary for or incidental to the exercise of remedies by Collateral Agent with respect
to the Pledged Stock or any part thereof.



8. PRIVATE SALES.



     8.1. Pledgor hereby acknowledges that, notwithstanding that a higher price might be obtained
for the Pledged Stock at a public sale than at a private sale or sales, the making of a public sale
of the Pledged Stock may be subject to registration requirements and other legal restrictions
compliance with which could require such actions on the part of Pledgor, could entail such expenses
and could subject Collateral Agent and any underwriter through whom the Pledged Stock may be sold
and any controlling Person of any thereof to such liabilities as would make the making of a public
sale of the Pledged Stock impractical. Accordingly, Pledgor hereby agrees that private sales made
by Collateral Agent in accordance with the provisions of Section 7 hereof may be at prices
and on other terms less favorable to the seller than if the Pledged Stock were sold at public sale,
that Collateral Agent shall not have any obligation to take any steps in order to permit the
Pledged Stock to be sold at a public sale complying with the requirements of



7









 







federal and state
securities and similar laws, and that such sale shall not be deemed to be made in a commercially
unreasonable manner solely because of its nature as a private sale.



     8.2. Pledgor further agrees to use its commercially reasonable efforts to do or cause to be
done all such other acts as may be necessary to make any sale or sales of all or any portion of the
Pledged Stock pursuant to Section 7 and this Section 8 valid and binding and in
compliance with any and all other applicable requirements of law. Pledgor further agrees that a
breach of any of the covenants contained in Section 7 and this Section 8 will cause
irreparable injury to Collateral Agent and Creditors, that Collateral Agent and Creditors have no
adequate remedy at law in respect of such breach and, as a consequence, that each and every
covenant contained in Section 7 of this Section 8 shall be specifically enforceable
against Pledgor, and Pledgor hereby waives and agrees not to assert any defenses to the granting of
equitable relief (such as, without limitation, any defense that Collateral Agent or Creditors have
an adequate remedy at law or that Collateral Agent or Creditors will not be irreparably injured) in
any action for specific performance of such covenants.


9. LIMITATION ON DUTIES REGARDING PLEDGED STOCK. Collateral Agent’s sole duty with respect
to the custody, safekeeping and physical preservation of the Pledged Stock in its possession, under
Section 9-207 of the UCC or otherwise, shall be to deal with it in the same manner as Collateral
Agent deals with similar securities and property for its own account. None of Collateral Agent,
Creditors or any of their respective directors, officers, employees or agents shall be liable for
any good faith failure to demand, collect or realize upon any of the Pledged Stock or for any delay
in doing so or shall be under any obligation to see or otherwise dispose of any Pledged Stock or
for any good faith delay in doing so or shall be under any obligation to see or otherwise dispose
of any Pledged Stock upon the request of Pledgor or otherwise.



10. POWERS COUPLED WITH AN INTEREST. All authorizations and agencies herein contained with
respect to the Pledged Stock are irrevocable and powers coupled with an interest.



11. INDEMNIFICATION. Pledgor shall indemnify the Collateral Agent and each other Creditor
and each officer, director, employee, agents, advisors and Affiliates of the Collateral Agent and
each other Creditor (each, an “Indemnitee”) against, and hold each of them harmless from,
any and all costs, losses, liabilities, claims, damages and related expenses, including the
reasonable fees, charges and disbursements of any counsel for any Indemnitee, which may be incurred
by any Indemnitee, or asserted against any Indemnitee by Pledgor or any third person or entity,
arising out of, in connection with or as a result of (i) the execution or delivery of any this
Pledge Agreement or any other agreement or instrument contemplated hereby, the performance by the
parties hereto of their respective obligations hereunder or the consummation of any of the
transactions contemplated hereby, (ii) any actual or alleged presence or release of hazardous
materials on or from any property owned by Pledgor or any Subsidiary or any Environmental Liability
(as defined in the Credit Agreement) related in any way to Pledgor or any Subsidiary, (iii) any
violation by Pledgor or any Subsidiary of any applicable Environmental Law (as defined in the
Credit Agreement), (iv) the breach of any environmental representation or warranty contained in the
Credit Agreement or any other Loan Document or the Senior Note Agreement or any Transaction
Document, or (v) any actual or prospective claim, litigation, investigation or proceeding relating
to any of the foregoing, whether brought by Pledgor or any third person or


8









 






entity and whether based
on contract, tort, or any other theory and regardless of whether any Indemnitee is a party thereto;
provided, that such indemnity shall not, as to any Indemnitee, be available to the extent that such
losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent
jurisdiction in a final and nonappealable judgment to have resulted from the gross negligence or
willful misconduct of such Indemnitee or (y) result from a claim brought by Pledgor against an
Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other
Loan Document, if Pledgor has obtained a final and nonappealable judgment in its favor on such
claim as determined by a court of competent jurisdiction.



12. DISTRIBUTION OF PROCEEDS OF PLEDGED STOCK. Upon enforcement of this Pledge Agreement
following the occurrence of an Event of Default, the proceeds of the Pledged Stock shall be applied
in accordance with that certain Intercreditor and Collateral Agency Agreement dated as of the date
hereof among the Administrative Agent, Collateral Agent, the Noteholders, the Borrower and Pledgor.



13. PROTECTION OF PLEDGED STOCK. Collateral Agent may from time to time, at its option,
perform any act which Pledgor agrees hereunder to perform and which Pledgor shall fail to perform
after being requested in writing so to perform (it being understood that no such request need be
given after the occurrence and during the continuance of an Event of Default) and Collateral Agent
may from time to time take any other action which Collateral Agent reasonably deems necessary for
the maintenance, preservation or protection of any of the Pledged Stock or of its security interest
therein.



14. NO WAIVER; CUMULATIVE REMEDIES. Collateral Agent shall not by any act, delay, omission
or otherwise be deemed to have waived any of its rights or remedies hereunder and no waiver shall
be valid unless in writing, signed by Collateral Agent, and then such waiver shall be valid to the
extent therein set forth. A waiver by Collateral Agent of any right or remedy hereunder on any one
occasion shall not be construed as a bar to any right or remedy which Collateral Agent would
otherwise have on any future occasion. No failure to exercise or any delay in exercising on the
part of Collateral Agent any right, power or privilege hereunder shall operate as a waiver thereof;
nor shall any single or partial exercise of any right, power or privilege hereunder preclude any
other or further exercise thereof or the exercise of any other right, power or privilege. The
rights and remedies herein provided are cumulative and not exclusive of any rights or remedies
provided by law.



15. SEVERABILITY OF PROVISIONS. The provisions of this Pledge Agreement are severable, and
if any clause or provision hereof shall be held invalid or unenforceable in whole or in part, then
such invalidity or unenforceability shall attach only to such clause or provision or part thereof
and shall not in any manner affect any other clause or provision in this Pledge Agreement.



16. AMENDMENTS; BINDING EFFECT.




     16.1. None of the terms or provisions of this Pledge Agreement may be altered, modified or
amended except by an instrument in writing, duly executed by each of the parties hereto.




9











 





     16.2. This Pledge Agreement is made for the sole benefit of Pledgor, Collateral Agent, and the
Creditors, and no other person shall be deemed to have any privity of contract hereunder nor any
right to rely hereon to any extent or for any purpose whatsoever, nor shall any other person have
any right of action of any kind hereon or be deemed to be a third party beneficiary hereunder.


17. NOTICES. All notices, consents, requests, demands and other communications hereunder
shall be in writing and shall be given in accordance with Section 14 of the Intercreditor and
Collateral Agency Agreement.



18. HEADINGS. The descriptive headings hereunder used are for convenience only and shall
not be deemed to limit or otherwise effect the construction of any provision hereof.



19. COUNTERPART EXECUTION. This Pledge Agreement may be executed in several counterparts
each of which shall constitute an original, but all of which shall together constitute one and the
same agreement.



20. GOVERNING LAW; JURISDICTION; CONSENT TO SERVICE OF PROCESS.




          (a) THIS PLEDGE AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE
WITH, THE LAWS OF THE STATE OF NEW YORK.




          (b) Pledgor hereby irrevocably and unconditionally submits, for itself and its property, to
the non-exclusive jurisdiction of any Federal and/or state court located in the State of New York
and any appellate court from any thereof, in any action or proceeding arising out of or relating to
this Pledge Agreement or the transactions contemplated hereby, or for recognition or enforcement of
any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all
claims in respect of any such action or proceeding may be heard and determined in such New York
state court or, to the extent permitted by applicable law, such Federal court. Each of the parties
hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be
enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.
Nothing in this Pledge Agreement shall affect any right that Collateral Agent may otherwise have to
bring any action or proceeding relating to this Pledge Agreement against Pledgor or its properties
in the courts that have jurisdiction over Pledgor.




          (c) Pledgor irrevocably and unconditionally waives any objection which it may now or hereafter
have to the laying of venue of any such suit, action or proceeding described in paragraph (b) of
this Section and brought in any state or federal court located in the State of New York referred to
in paragraph (b) of this Section. Each of the parties hereto irrevocably waives, to the fullest
extent permitted by applicable law, the defense of an inconvenient forum to the maintenance of such
action or proceeding in any such court.




          (d) Each party to this Pledge Agreement irrevocably consents to the service of process in the
manner provided for notices in Section 10.9 of the Credit Agreement. Nothing in this Pledge
Agreement will affect the right of any party hereto to serve process in any other



10









 






manner permitted by law.



21. IRREVOCABLE AUTHORIZATION AND INSTRUCTION TO ISSUERS. Pledgor hereby authorizes and
instructs Bank Subsidiary to comply with any instruction received by it from Collateral Agent in
writing that (a) states that an Event of Default has occurred and (b) is otherwise in accordance
with the terms of this Pledge Agreement, without any other or further instructions from Pledgor,
and Pledgor agrees that the issuer shall be fully protected in so complying.



22. WAIVER OF JURY TRIAL. PLEDGOR IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY
APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR
INDIRECTLY ARISING OUT OF THIS PLEDGE AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER
BASED ON CONTRACT, TORT OR ANY OTHER THEORY).




11









 





     IN WITNESS WHEREOF, the parties have caused this Pledge Agreement to be duly executed and
delivered as of the day and year first above written.



	 	 	 	 	 	 	 	 	 
	 	 	NCB FINANCIAL CORPORATION	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 	 	 
	 

	 	 	 	Title:	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	SUNTRUST BANK, as Collateral Agent	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 	 	 
	 

	 	 	 	Title:	 	 	 	 







 









 








SCHEDULE A




ISSUER: NCB, FSB




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Certificate	 	Number	 	Percentage
	Owner	 	Class	 	Number	 	of Shares	 	of Class
	NCB Financial Corporation
	 	Common	 	 	1	 	 	 	1,000	 	 	 	100	%







 









 








ACKNOWLEDGMENT




     The undersigned issuer of the Pledged Stock hereby acknowledges receipt of a copy of this
Pledge Agreement and agrees to (a) note the restrictions herein on its books, records, ledgers and
certificates maintained with respect to its capital stock, (b) not make or permit any dividends or
distributions with respect to its capital stock except as permitted in the Credit Agreement, the
Senior Note Agreement or this Pledge Agreement, and (c) not make or permit any sale, transfer or
issuance of any of its capital stock or of any rights to acquire its capital stock except as
permitted in this Pledge Agreement, the Credit Agreement and the Senior Note Agreement.



	 	 	 	 	 	 	 
	 	 	NCB, FSB	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 	 	 	 	   
	 

	 	 	 	Name:	 	 
	 

	 	 	 	Title:	 	 






 









 






Assignment Separate from Certificate




[Deliver one original per pledged stock certificate]




     FOR VALUE RECEIVED, NCB Financial Corporation, does hereby sell, assign and transfer unto
                                        ,                                          (
                    ) Shares of Common Stock of NCB, FSB,
standing in its name on the books of such corporation represented by Certificate(s) No.                     ,
                    ,                     and                      and does hereby irrevocably constitute and appoint attorney to
transfer such stock on the books of the within named bank with full power and substitution in the
premises.



     Dated:                                         



	 	 	 	 	 
	 	NCB FINANCIAL CORPORATION

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title: