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AGREEMENT AND PLAN OF BANK
MERGER
OF
FNB SOUTHEAST
INTO
LEXINGTON STATE BANK
This AGREEMENT AND PLAN OF BANK MERGER (the "Bank
Agreement") is made and entered into as of this 26 th
day of February, 2007 to effect the merger (the "Bank Merger") of
FNB SOUTHEAST with and into LEXINGTON STATE BANK. The terms and
conditions of the Bank Merger shall be as follows:
ARTICLE I
CORPORATE PARTICIPANTS IN THE BANK
MERGER
1.1 In
General . The name of the entity planning to merge is FNB
Southeast ("FNB Bank"), a North Carolina chartered commercial bank
having its principal place of business at 1501 Highwoods Blvd.,
Suite 400, Greensboro NC 27410. The name of the entity into which
FNB Bank plans to merge is Lexington State Bank ("LSB Bank" or the
"Surviving Bank"), a North Carolina chartered commercial bank
having its principal place of business at One LSB Plaza, Lexington,
North Carolina 27292.
ARTICLE II
TERMS AND CONDITIONS OF THE BANK
MERGER
2.1 In
General . Subject to the terms and conditions of this Bank
Agreement, at the Effective Time (as
defined herein), FNB Bank shall be merged with and
into LSB Bank (together, the "Merging Institutions") pursuant to
the provisions of, and with the effect provided under, Sections
53-12 and 53-13 of the North Carolina General Statutes.
2.2 Effect of
Bank Merger . At the Effective Time, the separate existence
of FNB Bank shall cease and LSB Bank, as the surviving entity,
shall continue unaffected and unimpaired by the Bank Merger, except
as otherwise provided in this Bank Agreement.
2.3 Headquarters
of the Surviving Bank . From and after the Effective Time
until otherwise determined by the Board of Directors of the
Surviving Bank, the headquarters and principal executive offices of
the Surviving Bank shall be located in Greensboro, North
Carolina.
2.4 Name and Business of the Surviving
Bank . The business of the Surviving Bank shall be that of a
North Carolina chartered commercial bank and shall be conducted at
the headquarters of the Surviving Bank and at its legally
established branches, including those branches of FNB Bank acquired
as a result of the Bank Merger. Articles of Amendment shall be
filed with the North Carolina Secretary of State changing the name
of the Surviving Bank to a name to be mutually agreed by the
parties (the "New Name"). Following the Effective Time, the
Surviving Bank shall operate all of the branch offices of FNB Bank
and LSB Bank as branch offices under the New Name.
ARTICLE III
EFFECTIVE TIME
3.1 Effective
Time of Bank Merger . The Bank Merger shall become effective
on the date and at the time specified in the Articles of Merger,
which shall contain this Bank Agreement, together with a certified
copy of the approval of the Bank Merger by the North Carolina
Commissioner of Banks, filed with the North Carolina Secretary of
State as required under Section 53-13 of the North Carolina General
Statutes (the "Effective Time").
3.2 As of the
Effective Time . As of the Effective Time:
(a) The corporate
existence of each of the Merging Institutions shall be merged into
and continue in the Surviving Bank.
(b) All assets,
rights, franchises and interests of the Merging Institutions in and
to every type of property (real, personal and mixed) and
choses in action shall be
transferred to and vested in the Surviving Bank by virtue of the
Bank Merger without any deed or other transfer. The Surviving Bank,
upon the Bank Merger and without any order or other action on the
part of any court or otherwise, shall hold and enjoy all rights of
property, franchises and interest, including appointments,
designations and nominations, and all other rights and interests as
trustee, executor, administrator, registrar of stocks and bonds,
guardian of estates, assignee and receiver, and in every other
fiduciary capacity, in the same manner and to the same extent as
such rights, franchises and interests were held or enjoyed by each
of the Merging Institutions at the time of the Bank
Merger.
(c) The Surviving
Bank shall be liable for all liabilities of every kind and
description of the Merging Institutions, including liabilities
arising out of the operation of the trust department of each of the
Merging Institutions, existing immediately prior to the Effective
Time, to the extent provided by law.
ARTICLE IV
CONVERSION OF SHARES
4.1 Capital Stock
of FNB Bank. As of the date hereof, the authorized
capital stock of FNB Bank consists of SEVEN HUNDRED FORTY TWO
THOUSAND FIVE HUNDRED (742,500) shares of common stock, par value
ONE DOLLAR ($1.00) per share. All of the issued and outstanding
capital stock of FNB Bank is owned by FNB Financial Services
Corporation, a North Carolina corporation, also having its
principal place of business at 1501 Highwoods Blvd., Suite 400,
Greensboro NC 27410 ("FNB"). As of the Effective Time, each
outstanding share of the capital stock of FNB Bank shall be
cancelled and retired with no consideration to be issued or paid in
exchange therefor.
4.2 Capital Stock
of LSB Bank. As of the date hereof, the authorized
capital stock of LSB Bank consists of FIVE MILLION (5,000,000)
shares of common stock, par value FIVE DOLLARS ($5.00) per share.
All of the issued
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