AGREEMENT AND PLAN OF MERGER

Exhibit 2.1

AGREEMENT AND PLAN OF MERGER

DATED AS OF APRIL 2, 2009

AMONG

FIRST COMMUNITY BANCSHARES, INC.

FIRST COMMUNITY BANK, N. A.

AND

TRISTONE COMMUNITY BANK

TABLE OF CONTENTS

TABLE OF CONTENTS (CON’T)

      AGREEMENT AND PLAN OF MERGER , dated as of April 2, 2009 (this “Agreement”), between First Community Bancshares, Inc. (“FCBI”), First Community Bank, N. A. (“FC Bank”) and TriStone Community Bank (“TCB”).

RECITALS

     A.  TCB . TCB is a North Carolina-chartered commercial bank, having its principal place of business in Winston-Salem, North Carolina.

     B.  FCBI . FCBI is a Nevada corporation, having its principal place of business in Bluefield, Virginia.

     C.  FC Bank FC Bank is a commercial bank organized as a national association, having its principal place of business in Bluefield, Virginia.

     D.  Intention of the Parties . It is the intention of the parties to this Agreement that the Merger provided for herein be treated as a “reorganization” under Section 368(a) of the Internal Revenue Code of 1986, as amended (the “Code”).

     E.  Board Action . The respective Boards of Directors of each of FCBI, FC Bank and TCB have determined that it is in the best interests of their respective companies and their stockholders to consummate the Merger provided for herein.

     F.  Stockholder Agreements . As a material inducement to FCBI to enter into this Agreement, and simultaneously with the execution of this Agreement, each Stockholder (as defined herein) is entering into an agreement, in the form of Annex A hereto (collectively, the “Stockholder Agreements”), pursuant to which they have agreed, among other things, to vote their shares of TCB Common Stock (as defined herein) in favor of this Agreement.

      NOW, THEREFORE , in consideration of the premises and of the mutual covenants, representations, warranties and agreements contained herein the parties agree as follows:

ARTICLE I

CERTAIN DEFINITIONS

     1.01 Certain Definitions . The following terms are used in this Agreement with the meanings set forth below:

     “Acquisition Proposal” has the meaning set forth in Section 6.07(a).

     “Administrator” has the meaning set forth in Section 6.03(b)(i).

     “Agreement” means this Agreement and Plan of Merger, as amended or modified from time to time in accordance with Section 9.02.

     “Articles of Merger” has the meaning set forth in Section 2.02(a).

     “Average Closing Price” means the average of the last reported sale prices per share of FCBI Common Stock as reported on the Nasdaq (as reported in The Wall Street Journal or, if not reported therein, in another mutually agreed upon authoritative source) for the 20 consecutive trading days immediately preceding the Determination Date, rounded to the nearest cent.

     “Bank Secrecy Act” means the Bank Secrecy Act of 1970, as amended.

     “Benefit Plans” has the meaning set forth in Section 5.03(n)(i).

     “Business Day” means Monday through Friday of each week, except a legal holiday recognized as such by the U.S. Government or any day on which banking institutions in the Commonwealth of Virginia and the State of North Carolina are authorized or obligated to close.

     “Certificate” means any certificate which immediately prior to the Effective Time represented shares of TCB Common Stock.

     “Change in Control Benefit” has the meaning set forth in Section 5.03(n)(viii).

     “Change in Recommendation” has the meaning set forth in Section 6.02(a).

     “Closing” and “Closing Date” have the meanings set forth in Section 2.02(b).

     “Code” has the meaning set forth in the recitals to this Agreement.

     “Commissioner” means the North Carolina Commissioner of Banks.

     “Community Reinvestment Act” means the Community Reinvestment Act of 1977, as amended.

     “Confidentiality Agreement” has the meaning set forth in Section 6.06(c).

     “Control Transaction” has the meaning set forth in Section 8.02(b)(ii).

     “Derivatives Contract” has the meaning set forth in Section 5.03(r)(ii).

     “Determination Date” shall mean the fifth calendar day immediately prior to the Effective Time, or if such calendar day is not a trading day on the Nasdaq, then the trading day immediately preceding such calendar day.

     “Disclosure Schedule” has the meaning set forth in Section 5.01.

     “Dissenting Shares” has the meaning set forth in Section 3.05.

     “DOL” has the meaning set forth in Section 5.03(n)(i).

     “Effective Date” has the meaning set forth in Section 2.02(a).

     “Effective Time” has the meaning set forth in Section 2.02(a).

     “Employees” has the meaning set forth in Section 5.03(n)(i).

     “Environmental Laws” has the meaning set forth in Section 5.03(p).

     “Equal Credit Opportunity Act” means the Equal Credit Opportunity Act, as amended.

     “Equity Investment” means (i) an Equity Security; and (ii) an ownership interest in any company or other entity, any membership interest that includes a voting right in any company or other entity, any interest in real estate; and any investment or transaction which in substance falls into any of these categories even though it may be structured as some other form of investment or transaction.

     “Equity Security” means any stock, certificate of interest or participation in any profit-sharing agreement, collateral-trust certificate, preorganization certificate or subscription, transferable share, investment contract, or voting-trust certificate; any security convertible into such a security; any security carrying any warrant or right to subscribe to or purchase any such security; and any certificate of interest or participation in, temporary or interim certificate for, or receipt for any of the foregoing.

     “ERISA” means the Employee Retirement Income Security Act of 1974, as amended.

     “ERISA Affiliate” has the meaning set forth in Section 5.03(n)(iii).

     “Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder.

     “Exchange Agent” means an exchange agent designated by FCBI.

     “Exchange Ratio” has the meaning set forth in Section 3.01(b) subject to adjustment pursuant to Sections 8.01(h) and 8.01(i).

     “Fair Housing Act” means the Fair Housing Act, as amended.

     “Fairness Hearing” has the meaning set forth in Section 6.03(b)(i).

     “Fairness Order” has the meaning set forth in Section 6.03(b)(i).

     “FC Bank” means First Community Bank, National Association, a national bank and wholly owned subsidiary of FCBI.

     “FC Bank Articles” means the Articles of Association of FC Bank.

     “FC Bank Bylaws” means the Bylaws of FC Bank.

     “FC Bank Common Stock” means the common stock of FC Bank.

     “FCBI” has the meaning set forth in the preamble to this Agreement.

     “FCB” means collectively FC Bank and FCBI.

     “FCBI Benefit Plans” has the meaning set forth in Section 6.11(a).

     “FCBI Board” means the Board of Directors of FCBI.

     “FCBI Common Stock” means the common stock, $1.00 par value per share, of FCBI.

     “FCBI Disclosure Statement” has the meaning set forth in Section 6.03(c)(i).

     “FCBI Preferred Stock” means the preferred stock, $1.00 par value per share, of FCBI.

     “FDIC” means the Federal Deposit Insurance Corporation.

     “FHLB” means the Federal Home Loan Bank of Atlanta.

     “FRB” means the Board of Governors of the Federal Reserve System.

     “GAAP” means accounting principles generally accepted in the United States of America.

     “Governmental Authority” means any federal, state or local court, administrative agency or commission or other governmental authority or instrumentality or self-regulatory organization.

     “Gross-Up Payment” has the meaning set forth in Section 5.03(n)(viii).

     “Hazardous Substance” has the meaning set forth in Section 5.03(p)(ii).

     “Hearing Notice” has the meaning set forth in Section 6.03(b).

     “Indemnified Parties” and “Indemnifying Party” have the meanings set forth in Section 6.10(a).

     “Insurance Policies” has the meaning set forth in Section 5.03(x).

     “IRS” has the meaning set forth in Section 5.03(n)(i).

     “Liens” means any charge, mortgage, pledge, security interest, restriction, claim, lien or encumbrance.

     “Loans” has the meaning set forth in Section 4.01(s).

     “Material Adverse Effect” means, with respect to FCBI or TCB, any effect that (i) is material and adverse to the financial condition, results of operations or business of FCBI and its Subsidiaries taken as a whole or TCB, as the case may be, or (ii) would materially impair the ability of any of FCBI and its Subsidiaries or TCB, as the case may be, to perform its respective obligations under this Agreement or otherwise materially impede the consummation of the Transaction; provided, however, that Material Adverse Effect shall not be deemed to include the impact of (a) changes in banking and similar laws of general applicability or interpretations thereof by Governmental Authorities, (b) changes in GAAP or regulatory accounting

requirements applicable to banks, savings banks and their holding companies generally, (c) changes in general economic conditions affecting banks, savings banks and their holding companies generally, (d) the announcement or pendency of the transactions contemplated by this Agreement, (e) acts of war or terrorism, and (f) with respect to TCB, the effects of any action or omission taken with the prior consent of FCBI or as otherwise required by the Agreement, provided that the effect of such changes described in clauses (a) — (e) shall not be excluded as a Material Adverse Effect to the extent of a materially disproportionate impact, if any, they have on FCBI and its Subsidiaries as a whole on the one hand or TCB on the other hand, as measured relative to similarly situated companies in the banking industry.

     “Material Contracts” has the meaning set forth in Section 5.03(l)(i).

     “Maximum Insurance Amount” has the meaning set forth in Section 6.10(c).

     “Merger” has the meaning set forth in Section 2.01(a).

     “Merger Consideration” means the number of whole shares of FCBI Common Stock, plus cash in lieu of any fractional share interest, into which shares of TCB Common Stock shall be converted pursuant to the provisions of Article III.

     “Nasdaq” means the Nasdaq Global Select Market or such other securities exchange on which the FCBI Common Stock may be listed.

     “National Labor Relations Act” means the National Labor Relations Act, as amended.

     “NCBCA” means the North Carolina Business Corporation Act and, as applicable, Chapter 53 of the General Statutes of North Carolina.

     “OCC” means Office of the Comptroller of the Currency.

     “OREO” means other real estate owned.

     “Pension Plan” has the meaning set forth in Section 5.03(n)(ii).

     “Per Share Merger Consideration” means an amount equal to a dollar value determined by multiplying the Average Closing Price by the Exchange Ratio, rounded to the nearest cent.

     “Person” means any individual, bank, corporation, partnership, association, joint-stock company, business trust, limited liability company or unincorporated organization.

     “Previously Disclosed” by a party shall mean information set forth in a section of its Disclosure Schedule corresponding to the section of this Agreement where such term is used.

     “Proxy Statement/Prospectus” has the meaning set forth in Section 6.03(d).

     “Registration Statement” has the meaning set forth in Section 6.03(d).

     “Representatives” has the meaning set forth in Section 6.07(a).

     “Rights” means, with respect to any Person, warrants, options, rights, convertible securities and other arrangements or commitments which obligate the Person to issue or dispose of any of its capital stock or other ownership interests.

     “SEC” means the Securities and Exchange Commission.

     “Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations thereunder.

     “Securities Documents” has the meaning set forth in Section 5.04(g)(i).

     “Stockholder Agreements” has the meaning set forth in the recitals to this Agreement.

     “Stockholders” means each director and executive officer of TCB.

     “Strike Price” means the exercise price of a stock option set forth in any unexercised TCB Option Agreement.

     “Subsidiary” has the meaning ascribed to that term in Rule l-02 of Regulation S-X of the SEC.

     “Superior Proposal” has the meaning set forth in Section 6.07(a).

     “Surviving Bank” has the meaning set forth in Section 2.01(a).

     “Tax” and “Taxes” mean all federal, state, local or foreign income, gross income, gains, gross receipts, sales, use, ad valorem, goods and services, capital, production, transfer, franchise, windfall profits, license, withholding, payroll, employment, disability, employer health, excise, estimated, severance, stamp, occupation, property, environmental, custom duties, unemployment or other taxes of any kind whatsoever, together with any interest, additions or penalties thereto and any interest in respect of such interest and penalties.

     “Tax Returns” means any return (including any amended return), declaration or other report (including elections, declarations, claims for refunds, schedules, estimates and information returns) with respect to any Taxes (including estimated taxes).

     “Termination Fee” has the meaning set forth in Section 8.02(b).

     “Transaction” means the Merger and any other transaction contemplated by this Agreement.

     “TCB” has the meaning set forth in the preamble to this Agreement.

     “TCB Articles” means the Articles of Incorporation of TCB.

     “TCB Board” means the Board of Directors of TCB.

     “TCB Bylaws” means the Bylaws of TCB.

     “TCB Common Stock” means the common stock, $5.00 par value per share, of TCB.

     “TCB Financial Statements” shall mean (i) the balance sheets (including related notes and schedules, if any) of TCB as of December 31, 2008, 2007 and 2006 and the statements of operations, stockholders’ equity and cash flows (including related notes and schedules, if any) of TCB for each of the three years ended December 31, 2008, 2007 and 2006, (ii) the balance sheet (including related notes and schedules, if any) of TCB as of February 28, 2009 and the statements of operations, stockholders’ equity and cash flows (including related notes and schedules, if any) of TCB for the month ended February 28, 2009 and (iii) the balance sheets of TCB (including related notes and schedules, if any) and the statements of operations income, stockholders’ equity and cash flows (including related notes and schedules, if any) of TCB with respect to the monthly, quarterly and annual periods ending subsequent to February 28, 2009, but prior to the Effective Date.

     “TCB Group” means any “affiliated group” (as defined in Section 1504(a) of the Code without regard to the limitations contained in Section 1504(b) of the Code) that includes TCB or any predecessor of or any successor to TCB (or to another such predecessor or successor) and any other related companies, limited liability partnerships and limited liability corporations.

     “TCB Loan Property” has the meaning set forth in Section 5.03(p).

     “TCB Meeting” has the meaning set forth in Section 6.02(a).

     “TCB Options” means the options to acquire TCB Common Stock.

     “TCB Preferred Stock” means the preferred stock, no par value per share, of TCB.

     “TCB Proxy Statement” has the meaning set forth in Section 6.03(c)(ii).

     “TCB Stock Option Plans” means the TriStone Community Bank Employee Stock Option Plan and TriStone Community Bank Director Stock Option Plan.

ARTICLE II

THE MERGER

     2.01 The Merger .

          (a) The Merger . Subject to the terms and conditions of this Agreement, at the Effective Time, TCB shall merge with and into FC Bank in accordance with the applicable laws of the United States and the provisions of the NCBCA (the “Merger”), the separate corporate existence of TCB shall cease and FC Bank shall survive and continue to exist as a national bank under the applicable laws of the United States (FC Bank, as the surviving Bank in the Merger, sometimes being referred to herein as the “Surviving Bank”). Subject to the prior written consent of TCB, which consent shall not be unreasonably withheld, FCB may at any time prior to the Effective Time change the method of effecting the combination with TCB (including, without limitation, the provisions of Article II) if and to the extent it deems such change to be necessary, appropriate or desirable; provided, however that no such change shall (i) result in any

changes in the amount or type of the consideration which the holders of shares of TCB Common Stock or TCB Options are entitled to receive under this Agreement, (ii) impede or delay consummation of the Merger, (iii) impose any less favorable terms or conditions on TCB, or (iv) adversely affect the tax treatment of TCB’s stockholders as a result of receiving the Merger Consideration; and, provided further, that FCB shall provide TCB prior written notice of such change and the reasons therefor. Such notice shall be in the form of a proposed amendment to this Agreement or an Amended and Restated Agreement or Plan of Merger, and shall be accompanied by such other exhibits hereto as are reasonably necessary or appropriate to effect such change.

          (b)  Name . The name of the Surviving Bank shall be “First Community Bank, National Association.” The main office of the Surviving Bank shall be the main office of the FC Bank immediately prior to the scheduled Effective Time. All branch offices of the TCB and the Surviving Bank which were in lawful operation immediately prior to the Effective Time shall be the branch offices of the Surviving Bank upon consummation of the Merger, subject to the opening or closing of any offices which may be authorized by TCB and the Commissioner or FC Bank and the OCC after the date hereof. Schedule I hereto contains a list of each of the deposit taking offices of TCB and FC Bank which shall be operated by the Surviving Bank, subject to the opening or closing of any offices which may be authorized by TCB and the Commissioner or FC Bank and the OCC after the date hereof.

          (c)  Articles of Incorporation and Bylaws . The articles of association and bylaws of the Surviving Bank immediately after the Merger shall be the FC Bank Articles and the FC Bank Bylaws as in effect immediately prior to the Merger.

          (d) Directors and Executive Officers . The directors of FC Bank in office immediately prior to the Effective Time, together with such additional persons as may thereafter be elected, shall serve as the directors of the Surviving Bank from and after the Effective Time in accordance with the FC Bank Articles and FC Bank Bylaws, until the earlier of their resignation or removal or otherwise ceasing to be a director. Immediately prior to the Effective Time, FC Bank shall take all action necessary to appoint one individual who was a director of TCB on the date hereof and who is chosen by FC Bank after consultation with TCB to the board of directors of the Surviving Bank, to be effective as soon as practicable following the Effective Time and continue for not less than three years. The officers of FC Bank in office immediately prior to the Effective Time, together with such additional persons as may thereafter be elected, shall serve as the officers of the Surviving Bank from and after the Effective Time in accordance with the FC Bank Articles and the FC Bank Bylaws, until the earlier of their resignation or removal or otherwise ceasing to be a officer.

          (e) Authorized Capital Stock . Each share of FC Bank common stock issued and outstanding immediately prior to the Effective Time shall be unchanged and shall remain issued and outstanding. At the Effective Time, each share of TCB Common Stock issued and outstanding prior to the Effective Time shall, by virtue of the Merger and without any action on the part of the holder thereof, be canceled, and each Certificate previously representing any such shares of TCB Common Stock shall (except for Dissenting Shares) thereafter represent only the right to receive FCBI Common Stock in accordance with Article III of this Agreement.

          (f) Effect of the Merger . At the Effective Time, the effect of the Merger shall be as provided in accordance with Section 215a of the National Bank Act and the NCBCA. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all the property, rights, privileges, powers and franchises of TCB shall vest in the Surviving Bank, and all debts, liabilities, obligations, restrictions, disabilities and duties of TCB shall become the debts, liabilities, obligations, restrictions, disabilities and duties of the Surviving Bank and each Certificate previously representing shares of TCB Common Stock shall (except for Dissenting Shares) thereafter represent only the right to receive the Per Share Merger Consideration in accordance with Article III of this Agreement.

          (g) Additional Actions . If, at any time after the Effective Time, the Surviving Bank shall consider that any further assignments or assurances in law or any other acts are necessary or desirable to (i) vest, perfect or confirm, of record or otherwise, in the Surviving Bank its right, title or interest in, to or under any of the rights, properties or assets of TCB acquired or to be acquired by the Surviving Bank as a result of, or in connection with, the Merger, or (ii) otherwise carry out the purposes of this Agreement, TCB, and its proper officers and directors, shall be deemed to have granted to the Surviving Bank an irrevocable power of attorney, coupled with an interest, to execute and deliver all such proper deeds, assignments and assurances in law and to do all acts necessary or proper to vest, perfect or confirm title to and possession of such rights, properties or assets in the Surviving Bank and otherwise to carry out the purposes of this Agreement, and the proper officers and directors of the Surviving Bank are fully authorized in the name of the Surviving Bank or otherwise to take any and all such action.

     2.02 Effective Date and Effective Time; Closing .

          (a) Subject to the satisfaction or waiver of the conditions set forth in Article VII (other than those conditions that by their nature are to be satisfied at the consummation of the Merger, but subject to the fulfillment or waiver of those conditions), the parties shall cause articles of merger relating to the Merger (“Articles of Merger”), containing the appropriate certificate of approval of the Commissioner to be filed with the Secretary of State of the State of North Carolina pursuant to the NCBCA on (i) a date selected by FCB after such satisfaction or waiver which is no later than the later of (A) five Business Days after such satisfaction or waiver or (B) the first month end following such satisfaction or waiver, or (ii) such other date to which the parties may mutually agree in writing. The Merger provided for herein shall become effective upon such filings or on such date as may be specified therein. The date of such filings or such later effective date is herein called the “Effective Date.” The “Effective Time” of the Merger shall be the time of such filings or as set forth in such filings.

          (b) A closing (the “Closing”) shall take place immediately prior to the Effective Time at 10:00 a.m., Eastern Time, at the offices of FCB, One Community Place, Bluefield, Virginia 24605, or at such other place, at such other time, or on such other date as the parties may mutually agree upon (such date, the “Closing Date”). At the Closing, there shall be delivered to FCB and TCB the certificates and other documents required to be delivered under Article VII hereof.

ARTICLE III

MERGER CONSIDERATION; EXCHANGE PROCEDURES

     3.01 Conversion of Shares . At the Effective Time, by virtue of the Merger and without any action on the part of a holder of shares of TCB Common Stock:

          (a) FCBI and FC Bank Common Stock . Each share of FCBI Common Stock FC Bank Common Stock that is issued and outstanding immediately prior to the Effective Time shall remain issued and outstanding and shall be unchanged by the Merger.

          (b) TCB Common Stock . Subject to Sections 3.04, 3.05, 3.06, 8.01(h) and 8.01(i), each share of TCB Common Stock issued and outstanding immediately prior to the Effective Time shall be converted into, and shall be canceled in exchange for, solely the right to receive 0.5262 shares of FCBI Common Stock (the “Exchange Ratio”).

     3.02 Exchange Procedures .

          (a) Mailing of Transmittal Material . Provided that TCB has delivered, or caused to be delivered, to the Exchange Agent all information which is necessary for the Exchange Agent to perform its obligations as specified herein, the Exchange Agent shall, promptly following the Effective Date, mail or make available to each holder of record of a Certificate or Certificates a notice and letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates theretofore representing shares of TCB Common Stock shall pass, only upon proper delivery of the Certificates to the Exchange Agent) advising such holder of the effectiveness of the Merger and the procedure for surrendering to the Exchange Agent such Certificate or Certificates in exchange for the consideration set forth in Section 3.01(b) hereof deliverable in respect thereof pursuant to this Agreement. A letter of transmittal will be properly completed only if accompanied by Certificates representing all shares of TCB Common Stock covered thereby, subject to the provisions of paragraph (d) of this Section 3.02.

          (b) FCBI Deliveries . At the Effective Time, for the benefit of the holders of Certificates, FCBI shall deliver to the Exchange Agent (i) certificates evidencing the number of shares of FCBI Common Stock issuable and in exchange for Certificates representing outstanding shares of TCB Common Stock and (ii) the aggregate amount of cash to be delivered to holders of TCB Stock in lieu of any fractional shares. The Exchange Agent shall not be entitled to vote or exercise any rights of ownership with respect to the shares of FCBI Common Stock held by it from time to time hereunder, except that it shall receive and hold all dividends or other distributions paid or distributed with respect to such shares for the account of the Persons entitled thereto.

          (c) Exchange Agent Deliveries . Each holder of an outstanding Certificate or Certificates who has surrendered such Certificate or Certificates to the Exchange Agent will, upon acceptance thereof by the Exchange Agent, be entitled to a certificate or certificates representing the number of whole shares of FCBI Common Stock and an amount of cash in exchange for any fractional shares of TCB Common Stock previously represented by such

Certificate or Certificates surrendered shall have been converted pursuant to this Agreement and any other distribution theretofore paid with respect to FCBI Common Stock issuable in the Merger, in each case without interest. The Exchange Agent shall accept such Certificates upon compliance with such reasonable terms and conditions as the Exchange Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. Each outstanding Certificate which prior to the Effective Time represented TCB Common Stock and which is not surrendered to the Exchange Agent in accordance with the procedures provided for herein shall, except as otherwise herein provided, until duly surrendered to the Exchange Agent, be deemed to evidence ownership of the number of shares of FCBI Common Stock and the right to receive the FCBI shares into which such TCB Common Stock shall have been converted. After the Effective Time, there shall be no further transfer on the records of TCB of Certificates representing shares of TCB Common Stock and, if such Certificates are presented to TCB for transfer, they shall be cancelled against delivery of certificates for FCBI Common Stock. No dividends which have been declared will be remitted to any person entitled to receive shares of FCBI Common Stock until such person surrenders the Certificate or Certificates representing TCB Common Stock, at which time such dividends shall be remitted to such Person, without interest.

          (d) Lost or Destroyed Certificates; Issuances of FCBI Common Stock in New Names . The Exchange Agent and FCBI, as the case may be, shall not be obligated to deliver a certificate or certificates representing shares of FCBI Common Stock to which a holder of TCB Common Stock would otherwise be entitled as a result of the Merger until such holder surrenders the Certificate or Certificates representing the shares of TCB Common Stock for exchange as provided in this Section 3.02, or, in default thereof, an appropriate affidavit of loss and indemnity agreement and/or a bond in an amount as may be reasonably required in each case by FCBI. If any certificates evidencing shares of FCBI Common Stock are to be issued in a name other than that in which the Certificate evidencing TCB Common Stock surrendered in exchange therefor is registered, it shall be a condition of the issuance thereof that the Certificate so surrendered shall be properly endorsed or accompanied by an executed form of assignment separate from the Certificate and otherwise in proper form for transfer and that the Person requesting such exchange pay to the Exchange Agent any transfer or other tax required by reason of the issuance of a certificate for shares of FCBI Common Stock in any name other than that of the registered holder of the Certificate surrendered or otherwise establish to the satisfaction of the Exchange Agent that such tax has been paid or is not payable.

          (e) Unclaimed Merger Consideration . Any portion of the shares of FCBI Common Stock and cash delivered to the Exchange Agent by FCBI pursuant to Section 3.02(b) that remains unclaimed by the stockholders of TCB for six months after the Effective Time (as well as any proceeds from any investment thereof) shall be delivered by the Exchange Agent to FCBI. Any stockholders of TCB who have not theretofore complied with Section 3.02(c) shall thereafter look only to FCBI for the consideration deliverable in respect of each share of TCB Common Stock such stockholder holds as determined pursuant to this Agreement without any interest thereon. If outstanding Certificates for shares of TCB Common Stock are not surrendered or the payment for them is not claimed prior to the date on which such shares of FCBI Common Stock and cash would otherwise escheat to or become the property of any Governmental Authority, the unclaimed items shall, to the extent permitted by abandoned property and any other applicable law, become the property of FCBI (and to the extent not in its

possession shall be delivered to it), free and clear of all claims or interest of any person previously entitled to such property. Neither the Exchange Agent nor any party to this Agreement shall be liable to any holder of stock represented by any Certificate for any consideration paid to a Governmental Authority pursuant to applicable abandoned property, escheat or similar laws. FCBI and the Exchange Agent shall be entitled to rely upon the stock transfer books of TCB to establish the identity of those persons entitled to receive the consideration specified in this Agreement, which books shall be conclusive with respect thereto. In the event of a dispute with respect to ownership of stock represented by any Certificate, FCBI and the Exchange Agent shall be entitled to deposit any consideration represented thereby in escrow with an independent third party and thereafter be relieved with respect to any claims thereto.

     3.03 Rights as Stockholders; Stock Transfers . At the Effective Time, holders of TCB Common Stock shall cease to be, and shall have no rights as, stockholders of TCB other than to receive the consideration provided under this Article III. After the Effective Time, there shall be no transfers on the stock transfer books of TCB or the Surviving Bank of shares of TCB Common Stock.

     3.04 No Fractional Shares . Notwithstanding any other provision of this Agreement, neither certificates nor scrip for fractional shares of FCBI Common Stock shall be issued in the Merger. Each holder of TCB Common Stock who otherwise would have been entitled to a fraction of a share of FCBI Common Stock (after taking into account all Certificates delivered by such holder) shall receive in lieu thereof cash (without interest) in an amount determined by multiplying the fractional share interest to which such holder would otherwise be entitled by the Average Closing Price of FCBI Common Stock, rounded to the nearest whole cent. No such holder shall be entitled to dividends, voting rights or any other rights in respect of any fractional share.

     3.05 Dissenting Shares . Each outstanding share of TCB Common Stock the holder of which has perfected his right to dissent under the NCBCA and has not effectively withdrawn or lost such right as of the Effective Time (the “Dissenting Shares”) shall not be converted into or represent a right to receive shares of FCBI Common Stock and cash hereunder, and the holder thereof shall be entitled only to such rights as are granted by the NCBCA. TCB shall give FCBI prompt notice upon receipt by TCB of any such written demands for payment of the fair value of such shares of TCB Common Stock and of withdrawals of such demands and any other instruments provided pursuant to the NCBCA. Any payments made in respect of Dissenting Shares shall be made by FCBI. If any holder of Dissenting Shares shall fail to perfect or shall have effectively withdrawn or lost the right to dissent, the Dissenting Shares held by such holder shall be converted into a right to receive FCBI Common Stock and cash in accordance with the applicable provisions of this Agreement.

     3.06 Anti-Dilution Provisions . If, between the date hereof and the Effective Time, the shares of FCBI Common Stock shall be changed into a different number or class of shares by reason of any reclassification, recapitalization, reorganization, split-up, combination, exchange of shares or readjustment, or similar transaction with respect to FCBI Common Stock, or a stock dividend thereon shall be declared with a record date or ex dividend or distribution date within such period, the Exchange Ratio shall be adjusted accordingly.

     3.07 Withholding Rights . FCBI (through the Exchange Agent, if applicable) shall be entitled to deduct and withhold from any amounts otherwise payable pursuant to this Agreement to any holder of shares of TCB Common Stock such amounts as FCBI is required under the Code or any state, local or foreign tax law or regulation thereunder to deduct and withhold with respect to the making of such payment. Any amounts so withheld shall be treated for all purposes of this Agreement as having been paid to the holder of TCB Common Stock in respect of which such deduction and withholding was made by FCBI.

     3.08 TCB Options .

          (a) At the Effective Time, each TCB Option which is then outstanding and unexercised shall cease to represent a right to acquire shares of TCB Common Stock and shall be converted automatically into an option to purchase shares of FCBI Common Stock, and FCBI shall assume each TCB Option, in accordance with the terms of the TCB Option Plan and stock option or other agreement by which it is evidenced, except that from and after the Effective Time, (i) FCBI and the Compensation and Retirement Committee of its Board of Directors shall be substituted for TCB and the committee of its Board of Directors (including, if applicable, the entire Board of Directors of TCB) administering such TCB Stock Option Plan, (ii) each TCB Option assumed by FCBI may be exercised solely for shares of FCBI Common Stock, (iii) the number of shares of FCBI Common Stock subject to such TCB Option shall be equal to the number of shares of TCB Common Stock subject to such TCB Option immediately prior to the Effective Time multiplied by the Exchange Ratio, subject to Sections 8.01(h) and 8.01(i), provided that any fractional shares of FCBI Common Stock resulting from such multiplication shall be rounded down to the nearest share, and (iv) the per share exercise price under each such TCB Option shall be adjusted by dividing the per share exercise price under each such TCB Option by the Exchange Ratio, subject to Sections 8.01(h) and 8.01(i), provided that such exercise price shall be rounded up to the nearest cent. Notwithstanding clauses (iii) and (iv) of the preceding sentence, each TCB Option which is an “incentive stock option” shall be adjusted as required by Section 424 of the Code, and the regulations promulgated thereunder, so as not to constitute a modification, extension or renewal of the Option within the meaning of Section 424(h) of the Code. FCBI and TCB agree to take all necessary steps to the effect the foregoing provisions of this section 3.08(a).

          (b) Within fifteen business days after the Effective Time, FCBI shall file a registration statement on Form S-3 or Form S-8, as the case may be (or any successor or other appropriate forms), with respect to the shares of Common Stock subject to the Options referred to in paragraph (a) of the Section 3.08 and shall use its reasonable best efforts to maintain the current status of the prospectus or prospectuses contained therein for so long as such Options remain outstanding in the case of a Form S-8 or, in the case of a Form S-3, until the shares subject to such Options may be sold without a further holding period under Rule 144 under the Securities Act.

ARTICLE IV

ACTIONS PENDING ACQUISITION

     4.01 Forbearances of TCB . From the date hereof until the Effective Time, except as expressly contemplated or permitted by this Agreement or as Previously Disclosed, without the prior written consent of FCBI, TCB will not:

          (a) Ordinary Course . Conduct its business other than in the ordinary and usual course consistent with past practice or fail to use reasonable best efforts to preserve its business organization, keep available the present services of its employees and preserve for itself and FCBI the goodwill of the customers of TCB and others with whom business relations exist.

          (b) Capital Stock . Issue, sell or otherwise permit to become outstanding, or authorize the creation of, any additional shares of capital stock or any Rights or permit any additional shares of stock to become subject to grants of employee or director stock options or other Rights.

          (c) Dividends; Etc . Make, declare, pay or set aside for payment any dividend on or in respect of, or declare or make any distribution on any shares of TCB Common Stock or directly or indirectly adjust, split, combine, redeem, reclassify, purchase or otherwise acquire, any shares of TCB Common Stock.

          (d) Compensation; Employment Agreements; Etc . Subject to Sections 6.11(f) and (g), enter into or amend or renew any employment, consulting, severance, change in control, bonus, salary continuation or similar agreements or arrangements with any director, officer or employee of TCB or grant any salary or wage increase or increase any employee benefit (including incentive or bonus payments), except for changes that are required by applicable law or as set forth on Schedule 4.01(d) of TCB’s Disclosure Schedule.

          (e) Hiring . Hire any person as an employee of TCB or promote any employee, except (i) to satisfy contractual obligations existing as of the date hereof and set forth on Schedule 4.01(e) of TCB’s Disclosure Schedule and (ii) persons hired to fill any employee or non-executive officer vacancies arising after the date hereof and whose employment is terminable at the will of TCB and who are not subject to or eligible for any severance or similar benefits or payments that would become payable as a result of the Transaction or consummation thereof.

          (f) Benefit Plans . Enter into, establish, adopt, amend or terminate, or make any contributions to (except (i) as may be required by applicable law, (ii) to satisfy contractual obligations existing as of the date hereof and set forth on Schedule 4.01(f) of TCB’s Disclosure Schedule or (iii) to comply with the requirements of this Agreement), any pension, retirement, stock option, stock purchase, savings, profit sharing, deferred compensation, consulting, bonus, group insurance or other employee benefit, incentive or welfare contract, plan or arrangement, or any trust agreement (or similar arrangement) related thereto, in respect of any director, officer or employee of TCB or take any action to accelerate the vesting or exercisability of stock options, restricted stock or other compensation or benefits payable thereunder.

          (g) Dispositions . Sell, transfer, mortgage, encumber or otherwise dispose of or discontinue any of its assets, deposits in bulk, business or properties except for (i) OREO that is sold in the ordinary course of business consistent with past practices; (ii) transactions set forth in Schedule 4.01(g) of TCB’s Disclosure Schedule; or (iii) transactions in the ordinary course of business consistent with past practice in amounts that do not exceed $10,000 individually or $25,000 in the aggregate.

          (h) Acquisitions . Acquire all or any portion of the assets, business, securities, deposits or properties of any other Person, including without limitation, by merger or consolidation or by investment in a partnership or joint venture except for (i) acquisitions of securities as permitted by Section 4.01(r); (ii) such acquisitions by way of foreclosures or acquisitions of control in a bona fide fiduciary capacity or in satisfaction of debts previously contracted in good faith; and (iii) such acquisitions in the ordinary course of business consistent with past practice in amounts that do not exceed $10,000 individually or $25,000 in the aggregate.

          (i) Capital Expenditures . Make any capital expenditures, other than capital expenditures in the ordinary course of business consistent with past practice, in amounts not exceeding $10,000 individually or $25,000 in the aggregate.

          (j) Governing Documents . Amend the TCB Articles or the TCB Bylaws or enter into a plan of consolidation, merger, share exchange or reorganization with any Person, or a letter of intent or agreement in principle with respect thereto.

          (k) Accounting Methods . Implement or adopt any change in its accounting principles, practices or methods, other than as may be required by changes in laws or regulations or GAAP.

          (l) Contracts . Except as otherwise permitted under this Section 4.01, enter into, cancel, fail to renew or terminate any Material Contract or amend or modify in any material respect any of its existing Material Contracts.

          (m) Claims . Enter into any settlement or similar agreement with respect to any action, suit, proceeding, order or investigation to which TCB is or becomes a party after the date of this Agreement, which settlement, agreement or action involves payment by TCB of an amount which exceeds $20,000 and/or would impose any material restriction on the business of TCB or create precedent for claims that are reasonably likely to be material to TCB.

          (n) Banking Operations . Enter into any new material line of business; introduce any material new products or services; change its material lending, investment, underwriting, pricing, servicing, risk and asset liability management and other material banking and operating policies, except as required by applicable law, regulation or policies imposed by any Governmental Authority, or the manner in which its investment securities or loan portfolio is classified or reported; or invest in any mortgage-backed or mortgage-related security that would be considered “high risk” under applicable regulatory guidance; or file any application or enter into any contract with respect to the opening, relocation or closing of, or open, relocate or close, any branch, office, service center or other facility.

          (o) Marketing . Introduce any material marketing campaigns or any material new sales compensation or incentive programs or arrangements (except those the material terms of which have been fully disclosed in writing to FCBI prior to the date hereof).

          (p) Derivatives Contracts . Enter into or settle any Derivatives Contract.

          (q) Indebtedness . Incur any indebtedness for borrowed money (other than deposits, federal funds purchased, cash management accounts, FHLB or FRB borrowings that mature within one year and that have no put or call features and securities sold under agreements to repurchase that mature within 90 days, in each case in the ordinary course of business consistent with past practice); or assume, guarantee, endorse or otherwise as an accommodation become responsible for the obligations of any other Person, other than with respect to the collection of checks and other negotiable instruments in the ordinary course of business consistent with past practice.

          (r) Investment Securities . (i) Acquire (other than by way of foreclosures or acquisitions in a bona fide fiduciary capacity or in satisfaction of debts previously contracted in good faith, in each case in the ordinary course of business consistent with past practice) any debt security or Equity Investment other than federal funds or United States Government securities or United States Government agency securities, in each case with a term of one year or less or (ii) dispose of any debt security or Equity Investment.

          (s) Loans . (i) Make, renew, or otherwise modify any loan, loan commitment, letter of credit or other extension of credit (collectively, “Loans”) other than Loans made or acquired in the ordinary course of business consistent with past practice and which have (x) in the case of unsecured loans made to any one borrower that are originated in compliance with TCB’s internal loan policies, a principal balance not in excess of $25,000 in total, which is understood to include any current outstanding principal balance to any such borrower, (y) in the case of loans secured other than by real estate that are originated in compliance with TCB’s internal loan policies, a principal balance not in excess of $250,000 in total, which is understood to include any current outstanding principal balance to any such borrower and (z) in the case of loans secured by real estate made to any one borrower that are originated in compliance with TCB’s internal loan policies, a principal balance not in excess of $600,000 in total, which is understood to include any current outstanding principal balance to any such borrower; (ii) take any action that would result in any discretionary release of collateral or guarantees or otherwise restructure the respective amounts set forth in clause (i) above; or (iii) enter into any Loan securitization or create any special purpose funding entity. In the event that FCBI’s prior written consent is required pursuant to clause (i) above, FCBI’s shall use its reasonable best effort to provide such consent within one (1) Business Day of any request by TCB.

          (t) Investments in Real Estate . Make any investment or commitment to invest in real estate or in any real estate development project (other than by way of foreclosure or acquisitions in a bona fide fiduciary capacity or in satisfaction of a debt previously contracted in good faith, in each case in the ordinary course of business consistent with past practice).

          (u) Tax Elections . Make or change any material Tax election, settle or compromise any material Tax liability of TCB, agree to an extension or waiver of the statute of

limitations with respect to the assessment or determination of a material amount of Taxes of TCB, enter into any closing agreement with respect to any material amount of Taxes or surrender any right to claim a material Tax refund, adopt or change any method of accounting with respect to Taxes, or file any amended Tax Return.

          (v) Antitakeover Statutes . Take any action (i) that would cause this Agreement or the Transaction to be subject to the provisions of any state antitakeover law or state law that purports to limit or restrict business combinations or the ability to acquire or vote shares or (ii) to exempt or make not subject to the provisions of any state antitakeover law or state law that purports to limit or restrict business combinations or the ability to acquire or vote shares, any Person (other than FCBI or its Subsidiaries) or any action taken thereby, which Person or action would have otherwise been subject to the restrictive provisions thereof and not exempt therefrom.

          (w) Adverse Actions . (i) Take any action that would, or is reasonably likely to, prevent or impede the Merger from qualifying as a reorganization within the meaning of Section 368(a) of the Code or (ii) take any action that is intended or is reasonably likely to result in (x) any of its representations and warranties set forth in this Agreement being or becoming untrue in any material respect at any time at or prior to the Effective Time, (y) any of the conditions to the Merger set forth in Article VII not being satisfied or (z) a material violation of any provision of this Agreement, except as may be required by applicable law or regulation.

          (x) Commitments . Enter into any contract with respect to, or otherwise agree or commit to do, any of the foregoing.

     4.02 Forbearances of FCB . From the date hereof until the Effective Time, except as expressly contemplated or permitted by this Agreement, without the prior written consent of TCB, FCB will not, and will cause each of its Subsidiaries not to:

          (a) Adverse Actions . (i) Take any action that would, or is reasonably likely to, prevent or impede the Merger from qualifying as a reorganization within the meaning of Section 368(a) of the Code or (ii) take any action that is intended or is reasonably likely to result in (x) any of its representations and warranties set forth in this Agreement being or becoming untrue in any material respect at any time at or prior to the Effective Time, (y) any of the conditions to the Merger set forth in Article VII not being satisfied or (z) a material violation of any provision of this Agreement, except as may be required by applicable law or regulation.

          (b) Commitments . Enter into any contract with respect to, or otherwise agree or commit to do, any of the foregoing.

ARTICLE V

REPRESENTATIONS AND WARRANTIES

     5.01 Disclosure Schedules . On or prior to the date hereof, FCB has delivered to TCB a schedule and TCB has delivered to FCB a schedule (each respectively, its “Disclosure Schedule”) setting forth, among other things, items the disclosure of which is necessary or appropriate either in response to an express disclosure requirement contained in a

provision hereof or as an exception to one or more representations or warranties contained in Section 5.03 or 5.04 or to one or more of its covenants contained in Article IV or Article VI; provided, however, that the mere inclusion of an item in a Disclosure Schedule as an exception to a representation or warranty shall not be deemed an admission by a party that such item represents a material exception or fact, event or circumstance or that, absent such inclusion in the Disclosure Schedule, such item is or would be reasonably likely to result in a Material Adverse Effect.

     5.02 Standard . Solely for the purposes of determining whether the conditions set forth in Sections 7.02(a) or 7.03(a), as the case may be, have been satisfied (and without otherwise qualifying any representation or warranty made on the date hereof), no representation or warranty of TCB or FCB contained in Sections 5.03 or 5.04, respectively, other than the representations and warranties set forth in Section 5.03(b), which shall be true in all material respects, and the representations and warranties set forth in Sections 5.03(n)(vi) and 5.03(n)(viii), which shall be true in all material respects, shall be deemed untrue or incorrect for purposes of Sections 7.02(a) or 7.03(a), and no party hereto shall be deemed to have breached a representation or warranty for purposes of such Sections, as a consequence of the existence of any fact, event or circumstance unless such fact, circumstance or event, individually or taken together with all other facts, events or circumstances inconsistent with any representation or warranty contained in Section 5.03 or 5.04, has had or is reasonably likely to have a Material Adverse Effect on the party making such representation or warranty.

     5.03 Representations and Warranties of TCB . Subject to Sections 5.01 and 5.02, TCB hereby represents and warrants to FCB:

          (a) Organization, Standing and Authority . TCB is duly organized, validly existing and in good standing under the laws of the State of North Carolina. TCB is duly licensed or qualified to do business and is in good standing in each jurisdiction where its ownership or leasing of property or assets or the conduct of its business requires it to be so licensed or qualified, except where the failure to be so licensed or qualified would not have nor reasonably be expected to have a Material Adverse Effect on TCB. TCB has in effect all federal, state, local and foreign governmental authorizations necessary for it to own or lease its properties and assets and to carry on its business as now conducted. The copies of the TCB Articles and TCB Bylaws which have previously been made available to FCB are true, complete and correct copies of such documents as in effect on the date of this Agreement. Except as set forth in Section 5.03(a) of TCB’s Disclosure Schedule, the minute books of TCB previously made available to FCB contain true, complete and correct records in all material respects of all meetings and other material corporate actions held or taken of its stockholders and Board of Directors (including committees there of) through the date hereof.

          (b) TCB Capital Stock . The authorized capital stock of TCB consists solely of 20,000,000 shares of TCB Common Stock, of which 1,500,000 shares are issued and outstanding as of the date hereof, and 5,000,000 shares of TCB Preferred Stock, of which no shares were issued and outstanding as of the date hereof. The outstanding shares of TCB Common Stock have been duly authorized and validly issued and are fully paid and non-assessable, and none of the outstanding shares of TCB Common Stock have been issued in violation of the preemptive rights of any Person. Section 5.03(b) of TCB’s Disclosure Schedule

sets forth for each TCB Option, the name of the grantee, the date of the grant, the type of grant, the status of the option grant as qualified or non-qualified under Section 422 of the Code, the number of shares of TCB Common Stock subject to each option, the number of shares of TCB Common Stock subject to options that are currently exercisable and the exercise price per share. Except as set forth in Section 5.03(b) of TCB’s Disclosure Schedule and except as set forth in the preceding sentence, there are no shares of TCB Common Stock reserved for issuance, TCB does not have any Rights issued or outstanding with respect to TCB Common Stock and TCB does not have any commitment to authorize, issue or sell any TCB Common Stock or Rights. No bonds, debentures, notes or other indebtedness having the right to vote on any matters on which stockholders of TCB may vote are outstanding.

          (c) Subsidiaries . Except for securities and other interests held in a fiduciary capacity and beneficially owned by third parties or taken in consideration of debts previously contracted and stock in the FHLB, TCB does not have any Subsidiaries nor own beneficially, directly or indirectly, any Equity Securities or similar interests of any Person or any interest in a partnership or joint venture of any kind.

          (d) Deposit Insurance . The deposit accounts of TCB are insured by the FDIC in the manner and to the maximum extent provided by applicable law, and TCB has paid all deposit insurance premiums and assessments required by applicable laws and regulations.

          (e) Corporate Power . TCB has the corporate power and authority to carry on its business as it is now being conducted, to own all its properties and assets and to execute, deliver and perform its obligations under this Agreement and to consummate the Transaction, in each case, subject to receipt of all necessary approvals of Governmental Authorities and the approval of TCB’s stockholders of this Agreement.

          (f) Corporate Authority . Subject to the approval of this Agreement by the holders of the outstanding TCB Common Stock, this Agreement and the Transaction have been authorized by all necessary corporate action of TCB and the TCB Board on or prior to the date hereof and, subject to Section 6.02(b) of this Agreement, the TCB Board will recommend that stockholders of TCB approve this Agreement and the Merger and shall direct that such matters be submitted for consideration by TCB’s stockholders at the TCB Meeting. TCB has duly executed and delivered this Agreement and, assuming due authorization, execution and delivery by FCB, this Agreement is a valid and legally binding obligation of TCB, enforceable in accordance with its terms (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar laws of general applicability relating to or affecting creditors’ rights or by general equity principles).

          (g) Regulatory Approvals; No Defaults .

               (i) No consents or approvals of, or waivers by, or filings or registrations with, any Governmental Authority or with any third party are required to be made or obtained by TCB in connection with the execution, delivery or performance by TCB of this Agreement or to consummate the Transaction, except for (A) filings of applications or notices with, and approvals or waivers by, the FDIC, the OCC, the Commissioner and other Governmental Authorities, as required, (B) filings with the FDIC, the SEC, and state securities

authorities, as applicable, in connection with the submission of this Agreement for the approval of the holders of TCB Common Stock and the issuance of FCBI Common Stock in the Merger, (C) the filing of Articles of Merger with the Secretary of State of the State of North Carolina pursuant to the NCBCA with respect to the Merger, and (D) the approval of this Agreement and the Merger by the holders of the required number of outstanding shares of TCB Common Stock. As of the date hereof, TCB is not aware of any reason why the approvals set forth above and referred to in Section 7.01(b) will not be received in a timely manner and without the imposition of a condition, restriction or requirement of the type described in Section 7.01(b).

               (ii) Subject to receipt, or the making, of the consents, approvals, waivers and filings referred to in the preceding paragraph and the expiration of related waiting periods, the execution, delivery and performance of this Agreement by TCB and the consummation of the Transaction do not and will not (A) constitute a breach or violation of, or a default under, or give rise to any Lien, any acceleration of remedies or any right of termination under, any law, code, ordinance, rule or regulation or any judgment, decree, injunction, order, governmental permit or license, or agreement, indenture or instrument of TCB or to which TCB or any of its properties is subject or bound, (B) constitute a breach or violation of, or a default under, the TCB Articles or TCB Bylaws or (C) require any consent or approval under any such law, code, ordinance, rule, regulation, judgment, decree, injunction, order, governmental permit or license, agreement, indenture or instrument.

          (h) Financial Statements; Undisclosed Liabilities .

               (i) TCB has previously delivered or made available to FCB accurate and complete copies of the TCB Financial Statements which, in the case of the balance sheets of TCB as of December 31, 2008, 2007 and 2006 and the statements of operations, stockholders’ equity and cash flows for each of the years ended December 31, 2008, 2007 and 2006, are accompanied by the audit report of Dixon Hughes PLLC. The TCB Financial Statements fairly present or will fairly present, as the case may be, the financial condition of TCB as of the respective dates set forth therein, and the results of operations, changes in stockholders’ equity and cash flows of TCB for the respective periods or as of the respective dates set forth therein, in each case in accordance with GAAP consistently applied during the periods involved, except in each case as may be noted therein.

               (ii) The TCB Financial Statements have been or will be, as the case may be, prepared in accordance with GAAP consistently applied during the periods involved, except as stated therein. The audits of TCB have been conducted in accordance with generally accepted auditing standards of the United States of America.

               (iii) Except as set forth in Section 5.03(h)(iii) of TCB’s Disclosure Schedule, since December 31, 2008, TCB has not incurred any liability other than in the ordinary course of business consistent with past practice (excluding the incurrence of expenses related to this Agreement and the Transaction).

               (iv) Since December 31, 2008, (A) TCB has conducted its businesses in the ordinary and usual course consistent with past practice (excluding the incurrence of expenses related to this Agreement and the Transaction), (B) TCB has not taken nor permitted any

of the actions set forth in Section 4.01 hereof between December 31, 2008 and the date hereof and (C) no event has occurred or circumstance arisen that, individually or taken together with all other facts, circumstances and events (described in any paragraph of this Section 5.03 or otherwise), is reasonably likely to have a Material Adverse Effect with respect to TCB.

               (v) Except for mortgage loans and participations TCB has entered into the ordinary course of business, no agreement pursuant to which any Loans or other assets have been or shall be sold by TCB entitle the buyer of such Loans or other assets, unless there is material breach of a representation or covenant by TCB, to cause TCB to repurchase such Loans or other assets or the buyer to pursue any other form of recourse against TCB. Since December 31, 2008, no cash, stock or other dividend or any other distribution with respect to the capital stock of TCB has been declared, set aside or paid. In addition, no shares of capital stock of TCB have been purchased, redeemed or otherwise acquired, directly or indirectly, by TCB since December 31, 2008, and no agreements have been made to do the foregoing.

               (vi) TCB maintains a system of internal accounting controls sufficient to provide reasonable assurances that all material information concerning TCB is made known on a timely basis to permit the preparation of the TCB Financial Statements and any public disclosure documents relating to TCB.

          (i) Legal Proceedings . Except as set forth in Section 5.03(i) of TCB’s Disclosure Schedule, no litigation, arbitration, claim or other proceeding before any court or governmental agency is pending against TCB and, to TCB’s knowledge, no such litigation, arbitration, claim or other proceeding has been threatened and, to its knowledge, there are no facts which could reasonably give rise to such litigation, arbitration, claim or other proceeding. Neither TCB nor any of its properties is a party to or subject to any order, judgment, decree or regulatory restriction that, individually or in the aggregate, has had or could reasonably be expected to have a Material Adverse Effect with respect to TCB.

          (j) Regulatory Matters .

               (i) TCB has duly filed with the appropriate Governmental Authorities in substantially correct form the monthly, quarterly and annual reports required to be filed under applicable laws and regulations, and such reports were in all material respects complete and accurate and in compliance with the requirements of applicable laws and regulations, and TCB has previously delivered or made available to FCB accurate and complete copies of all such reports. Except as set forth in Section 5.03(j)(i) of TCB’s Disclosure Schedule, in connection with the most recent examination of TCB by the appropriate Governmental Authorities, TCB was not required to correct or change any action, procedure or proceeding which TCB believes in good faith has not been now corrected or changed, other than corrections or changes which, if not made, either individually or in the aggregate, would not have a Material Adverse Effect on TCB. To the knowledge of TCB, since its last regulatory examination of Community Reinvestment Act compliance, TCB has not received any complaints as to Community Reinvestment Act compliance.

               (ii) Except as set forth in Section 5.03(j)(ii) of TCB’s Disclosure Schedule, neither TCB nor any of its properties is a party to or is subject to any order, decree,

directive, agreement, memorandum of understanding or similar arrangement with, or a commitment letter or similar submission to, or extraordinary supervisory letter from, nor, since December 31, 2003, has TCB adopted any policies, procedures or board resolutions at the request or suggestion of, any Governmental Authority. TCB has paid all assessments made or imposed by any Governmental Authority.

               (iii) Except as set forth in Section 5.03(j)(iii) of TCB’s Disclosure Schedule, TCB has not been advised by nor does it have any knowledge of facts which could give rise to an advisory notice by, any Governmental Authority that such Governmental Authority is contemplating issuing or requesting (or is considering the appropriateness of issuing or requesting) any such order, decree, directive, agreement, memorandum of understanding, commitment letter, supervisory letter or similar submission.

          (k) Compliance With Laws . TCB:

               (i) is and at all times since inception has been in material compliance with all applicable federal, state, local and foreign statutes, laws, codes, regulations, ordinances, rules, judgments, injunctions, orders, decrees or policies and/or guidelines of a Governmental Authority applicable thereto or to the employees conducting such businesses, including, without limitation, Sections 23A and 23B of the Federal Reserve Act and FRB regulations pursuant thereto, the Equal Credit Opportunity Act, the Fair Housing Act, the Community Reinvestment Act, the Home Mortgage Disclosure Act, the Bank Secrecy Act, the USA Patriot Act, all other applicable fair lending laws and other laws relating to discriminatory business practices and Environmental Laws and all posted and internal policies of TCB related to customer data, privacy and security;

               (ii) has and at all times since inception has had all permits, licenses, franchises, authorizations, orders and approvals of, and has made all filings, applications and registrations with, all Governmental Authorities (and has paid all fees and assessments due and payable in connection therewith) that are required in order to permit them to own or lease their properties and to conduct their business as presently conducted; all such permits, licenses, franchises, certificates of authority, orders and approvals are in full force and effect and, to TCB’s knowledge, no suspension or cancellation of any of them is threatened; and

               (iii) has received no notification or communication from any Governmental Authority (A) asserting that TCB is not in compliance with any of the statutes, regulations or ordinances which such Governmental Authority enforces or (B) threatening to revoke any license, franchise, permit or governmental authorization (nor, to TCB’s knowledge, do any grounds for any of the foregoing exist).

          (l) Material Contracts; Defaults .

               (i) Except as set forth in Section 5.03(l)(i) of TCB’s Disclosure Schedule, TCB is not a party to, bound by or subject to any agreement, contract, arrangement, commitment or understanding (whether written or oral) (A) with respect to the employment of any of its directors, officers, employees or consultants, (B) which would entitle any present or former director, officer, employee or agent of TCB to indemnification from TCB, (C) which is a material

contract (as defined in Item 601(b)(10) of Regulation S-K of the SEC), (D) which is an agreement (including data processing, software programming, consulting and licensing contracts) not terminable on 60 days or less notice and involving the payment or value of more than $20,000 per annum, (E) which is with or to a labor union or guild (including any collective bargaining agreement), (F) which relates to the incurrence of indebtedness (other than deposit liabilities, advances and loans from the FHLB, and sales of securities subject to repurchase, in each case, in the ordinary course of business), (G) which grants any Person a right of first refusal, right of first offer or similar right with respect to any material properties, rights, assets or businesses of TCB, (H) which involves the purchase or sale of assets with a purchase price of $100,000 or more in any single case or $250,000 in all such cases, other than purchases and sales of investment securities and loans in the ordinary course of business consistent with past practice, (I) which is a consulting agreement, license or service contract (including data processing, software programming and licensing contracts and outsourcing contracts) which involve the payment of $20,000 or more in annual fees, (J) which provides for the payment by TCB of payments upon a change of control thereof, (K) which is a lease for any real or material personal property owned or presently used by TCB, (L) which materially restricts the conduct of any business by TCB or limits the freedom of TCB to engage in any line of business in any geographic area (or would so restrict the Surviving Bank or any of its affiliates after consummation of the Transaction) or which requires exclusive referrals of business or requires TCB to offer specified products or services to their customers or depositors on a priority or exclusive basis, or (M) which is with respect to, or otherwise commits TCB to do, any of the foregoing (collectively, “Material Contracts”). Set forth in Section 5.03(l)(i) of TCB’s Disclosure Schedule is a list that includes each such Material Contract.

               (ii) Each Material Contract is valid and binding on TCB and is in full force and effect (other than due to the ordinary expiration thereof) and, to the knowledge of TCB, is valid and binding on the other parties thereto. TCB is not, and to the knowledge of TCB, no other party thereto, is in material default under any contract, agreement, commitment, arrangement, lease, insurance policy or other instrument to which it is a party, by which its assets, business, or operations may be bound or affected, or under which it or its respective assets, business, or operations receives benefits, and there has not occurred any event that, with the lapse of time or the giving of notice or both, would constitute such a default. Except as provided in this Agreement, no power of attorney or similar authorization given directly or indirectly by TCB is currently outstanding.

               (iii) Section 5.03(l)(iii) of TCB’s Disclosure Schedule sets forth a schedule of all officers and directors of TCB who have outstanding loans from TCB, and there has been no default on, or forgiveness or waiver of, in whole or in part, any such loan during the two years immediately preceding the date hereof.

          (m) No Brokers . No action has been taken by TCB that would give rise to any valid claim against any party hereto for a brokerage commission, finder’s fee or other like payment with respect to the Transaction, except the fee to be paid to The Orr Group set forth in TCB’s agreement with The Orr Group, a copy of which is included in Section 5.03(m) of TCB’s Disclosure Schedule. Copies of all agreements with The Orr Group are set forth in Section 5.03(m) of TCB’s Disclosure Schedule.

          (n) Employee Benefit Plans .

               (i) All benefit and compensation plans, contracts, policies or arrangements covering current or former employees of TCB (the “Employees”) and current or former directors or independent contractors of TCB including, but not limited to, “employee benefit plans” within the meaning of Section 3(3) of ERISA, and severance, employment, change in control, fringe benefit, deferred compensation, stock option, stock purchase, stock appreciation rights, stock based, incentive and bonus plans, agreements, programs, policies or other ar