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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) sha
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