Bnccorp Inc Watch

from 8-K 3 pages 1. Retirement. You and Bnc Hereby Confirm That You Will Retire Effective as of the Close of Business on December 31, 2007 (“Retirement Date”). Accordingly, You Hereby Irrevocably Tender Your Resignation, as of the Retirement Date, as Chairman of the Board of Bnc and (Except for Your Position as a Director of Bnc) and From All Positions and Offices (Including Your Position as a Director of All Subsidiaries, Including Bnc National Bank) You Hold With Bnc. Bnc Hereby Acknowledges Your Retirement and Accepts Your Resignations Effective as of the Retirement Date. Subject to the Execution in Good Faith by Bnc’s Board of Directors of Its Fiduciary Duties, Bnc Agrees That the Board Shall Nominate You for Re-Election at Bnc’s 2009 Annual Meeting of Stockholders as a Director of Bnc. Following the Retirement Date and Thereafter for So Long as You Remain a Director, You Will Receive the Same Compensation as Other Outside Non-Employee Directors of Bnc. Bnc Will Make a Public Announcement on or Promptly Following the Date Hereof, in a Mutually Acceptable Form, Regarding Your Retirement. 2. Compensation. Following the Retirement Date Through December 31, 2011, You Will Be Paid an Aggregate of $1,125,000 (Subject to Any Applicable Withholding) in Equal Semi-Monthly Installments in Recognition of Your Founding of Bnc, and of Your Years of Prior Service. 3. Retirement Benefits

from 8-K 9 pages Bnc Statutory Trust III $1,000,000 Floating Rate Capital Securities Fully and Unconditionally Guaranteed as to Distributions and Other Payments by Bnccorp, Inc. Placement Agreement

from 8-K 9 pages Bnc Statutory Trust III $14,000,000 Floating Rate Capital Securities Fully and Unconditionally Guaranteed as to Distributions and Other Payments by Bnccorp, Inc. Purchase Agreement

from 8-K 23 pages Guarantee Agreement Bnccorp, Inc. Dated as of July 30, 2007

from 8-K 73 pages Bnccorp, Inc. as Issuer Indenture Dated as of July 30, 2007 Wilmington Trust Company as Trustee Floating Rate Junior Subordinated Debt Securities Due 2037

from 8-K 75 pages Amended and Restated Declaration of Trust Bnc Statutory Trust III Dated as of July 30, 2007

from 8-K 12 pages Amended and Restated Employment Agreement

from 8-K 3 pages Restricted Stock Agreement

from 8-K 12 pages Form of Registration Rights Agreement

from 8-K 24 pages Up to 575,000 Shares of Common Stock Bnccorp, Inc. Placement Agency Agreement

from 10-Q/A ~50 pages Exhibit 10.1 to Form 10-Q Quarter Ended 09-30-02

from 8-K ~10 pages Employment and Non-Competition Agreement Among Bnc Insurance, Inc., Milne & Company Insurance, Inc. and Terrence M. Scali Dated as of April 16, 2002 Employment and Non-Competition Agreement

from 8-K ~10 pages Employment and Non-Competition Agreement Among Bnc Insurance, Inc., Milne & Company Insurance, Inc. and Richard W. Milne, Jr. Dated as of April 16, 2002 Employment and Non-Competition Agreement

from 8-K ~50 pages Stock Purchase Agreement Among Bnccorp, Inc., Bnc Insurance, Inc. and Richard W. Milne, Jr., Terrence M. Scali, the Richard W. Milne, Jr. and Robin Jayne Milne Revocable Living Trust, the Terrence M. Scali and Marcella A. Scali Family Trust, G. Steven Hay, Nancy Kozloski-Rausch, Ronald Cadaret, Anthony J. Scali, and the Hammontree/Turnacliff Revocable Trust Dated as of March 22, 2002

from 10-Q >50 pages Exhibit 10.3 - Declaration of Trust

from 10-Q ~20 pages Exhibit 10.2 - Guarantee Agreement

from 10-Q >50 pages Exhibit 10.1 - Indenture Agreement

from 10-Q ~50 pages Ex 10.3 -- Amended Trust Agreement

from 10-Q ~20 pages Ex 10.2--Guarantee Agreement

from 10-Q >50 pages Ex-10.1 -- Junior Subordinated Indenture