**Exhibit 2.11**

 

**AGREEMENT AND PLAN OF MERGER**

 

**by and between**

 

**FNB CORP.**

 

**and**

 

**INTEGRITY FINANCIAL CORPORATION**

 

THIS AGREEMENTAND PLAN OF MERGER (this “Agreement”) is entered into as of the 18th day of September, 2005, by andbetween INTEGRITY FINANCIAL CORPORATION, a North Carolina corporation and registered bank holding company (“Integrity”), and FNB CORP., a North Carolina corporation and registered bank holding company (“FNB”); 

 

WITNESSETH: 

 

WHEREAS, the parties hereto have agreedthat it is in their mutual best interests and in the best interests of their respective shareholders for Integrity to be merged with and into FNB pursuant to a plan of merger (the “Plan of Merger”) in the form attached hereto asSchedule A, and the parties desire to provide for certain undertakings, conditions, representations, warranties and covenants in connection with the Merger (as defined in Section 1.1) and transactions contemplated hereby. 

 

NOW, THEREFORE, in consideration of the premises, the mutual benefits to bederived from this Agreement, and of the representations, warranties, conditions, covenants and promises herein contained, and subject to the terms and conditions hereof, the parties hereto mutually agree as follows: 

 

**ARTICLE I. THE MERGER**

 

**1.1 Merger.**Subject to the provisions of this Agreement and thePlan of Merger, as of the Effective Time (as defined in Section 1.10 hereof), Integrity shall be merged with and into FNB (the “Merger”), the separate corporate existence of Integrity shall cease, the corporate existence of FNB, asthe surviving corporation in the Merger, shall continue under the laws of the State of North Carolina and, if FNB determines in its reasonable discretion that such name is available for its use, FNB shall change its name to “FNB UnitedCorp.” FNB, as the surviving corporation in the Merger, is hereinafter sometimes referred to as the “Surviving Corporation.” 

 

**1.2 Effect of the Merger**. At the Effective Time and by reason of the Merger, and in accordance with applicable law, all of the property,assets and rights of every kind and character of FNB and of Integrity including, without limitation, its stock in its wholly owned bank subsidiaries, Catawba Valley Bank (“CVB”) and First Gaston Bank of North Carolina (“FGB”),and all real, personal or mixed property, all debts due on whatever account, all other choses in 

action and every other interest of or belonging to or due to Integrity, whether tangible or intangible, shall vest in theSurviving Corporation, and the Surviving Corporation shall succeed to all the rights, privileges, immunities, powers, purposes and franchises of a public or private nature of Integrity and FNB, all without any conveyance, assignment or further actor deed; and the Surviving Corporation shall become responsible for all of the liabilities, duties and obligations of every kind, nature and description of Integrity and FNB as of the Effective Time. 

 

**1.3 Articles of Incorporation, Bylaws and Management**. TheArticles of Incorporation and bylaws of FNB in effect at the Effective Time shall be the Articles of Incorporation and bylaws of the Surviving Corporation until thereafter amended in accordance with applicable laws. The officers and directors of FNBat the Effective Time shall continue to hold such offices and positions of the Surviving Corporation until removed as provided by law or until the election or appointment of their respective successors. 

 

**1.4 Conversion of Shares.**

 

**(a) Integrity Stock****.** Except as otherwise providedherein, at the Effective Time, all rights of Integrity’s shareholders with respect to all then outstanding shares of the common stock of Integrity, $1.00 par value per share (“Integrity Stock”), shall cease to exist, and the holdersof shares of Integrity Stock shall cease to be, and shall have no further rights as, shareholders of Integrity. At the Effective Time, each such outstanding share of Integrity Stock (except for shares held, other than in a fiduciary capacity or as aresult of debts previously contracted, by Integrity, FNB or any of their subsidiaries, which shall be canceled in the Merger) shall be converted, without any action on the part of the holder of such shares, into the right to receive the MergerConsideration (as defined in Section 1.5) in accordance with this Article I. Following the Effective Time, certificates representing shares of Integrity Stock outstanding at the Effective Time shall evidence only the right of the registeredholder thereof to receive, and may be exchanged for, the Merger Consideration. 

 

**(b) Outstanding FNB Stock**. Each share of common stock of FNB, par value $2.50 per share (“FNB Stock”), issued and outstanding immediately prior to the Effective Time shall continue to be issuedand outstanding and shall not be affected by the Merger. 

 

**1.5 Merger Consideration**. 

 

**(a)Per Share Consideration.** Subject to the provisions of this Article I, at the Effective Time each outstanding share of Integrity Stock (except for shares held, other than in a fiduciary capacity or as a result of debts previouslycontracted, by Integrity, FNB or any of their subsidiaries) shall cease to represent any interest (equity, shareholder or otherwise) in Integrity and shall automatically be converted exclusively into the right to receive $5.20 in cash, withoutinterest, and a number of shares of FNB Stock equal to the product of 1.1209 (the “Exchange Ratio”) and 0.78. The amount of cash into which shares of Integrity Stock shall be converted pursuant to this Agreement is sometimes hereinafterreferred to as “Cash Consideration,” and the number of shares of FNB Stock into which shares of Integrity Stock shall be converted pursuant to this Agreement is sometimes hereinafter referred to as “Stock Consideration.” The CashConsideration and Stock Consideration are sometimes referred to herein collectively as the “Merger Consideration.” No share of Integrity Stock shall be deemed 

 

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to be outstanding or have any rights other than those set forth in this Section 1.5(a) after the Effective Time. TheExchange Ratio is subject to possible adjustment in accordance with Section 1.5(c) and/or Section 8.2(c) below. 

 

**(b) Fractional Shares**. Notwithstanding any other provision of this Agreement, each holder of shares of Integrity Stock exchanged pursuant tothe Merger who would otherwise have been entitled to receive a fraction of a share of FNB Stock (after taking into account all certificates delivered by such holder under Section 1.7(a) below, shall receive, in lieu thereof, cash (withoutinterest) in an amount equal to such fractional part of a share of FNB Stock multiplied by the market value of one share of FNB Stock at the Effective Time. The market value of one share of FNB Stock at the Effective Time shall be the last saleprice of FNB Stock on Nasdaq Stock Market, Inc. National Market System (“NASDAQ”) as reported by *The Wall Street Journal* or, if not reported thereby, any other authoritative source selected by FNB, on the last trading day precedingthe Effective Time. No such holder will be entitled to dividends, voting rights, or any other rights as a shareholder in respect of any fractional shares. 

 

**(c) Anti-Dilution Provisions**. In the event FNB changes the number of shares of FNB Stock issued and outstanding prior to the Effective Timeas a result of a stock split, stock dividend, recapitalization, reclassification, combination, exchange of shares, or similar transaction with respect to such stock and the record date therefor (in the case of a stock dividend) or the effective datethereof (in the case of a stock split, recapitalization, reclassification, combination, exchange of shares, or similar transaction for which a record date is not established) shall be prior to the Effective Time, the Exchange Ratio shall beappropriately adjusted to reflect such change. 

 

**1.6Closing Payment.** As of the Effective Time, FNB shall deposit, or shall cause to be deposited, with Registrar and Transfer Company, in its capacity as the transfer agent of FNB Stock (the “Exchange Agent”), for the benefit ofeach holder of Integrity Stock for exchange in accordance with this Article I, (i) certificates representing the aggregate number of whole shares of FNB Stock to be issued as Stock Consideration, and (ii) the aggregate amount of cash to bedelivered to holders of Integrity Stock as Cash Consideration and in lieu of any fractional shares, to be issued and paid pursuant to this Article I for outstanding shares of Integrity Stock (such certificates for shares of FNB Stock and such cashare referred to as the “Exchange Fund”). The Exchange Agent shall, pursuant to irrevocable instructions in accordance with this Article I, deliver the FNB Stock and cash contemplated to be issued with respect to Integrity Stock out of theExchange Fund. The Exchange Fund shall not be used for any other purpose. The Exchange Agent shall invest any cash included in the Exchange Fund, as directed by FNB, on a daily basis. Any interest and other income resulting from such investmentsshall be paid to FNB. 

 

**1.7 Exchange of Shares.**

 

**(a) Exchange Procedures.**After the EffectiveTime, FNB shall cause the Exchange Agent to mail to the shareholders of Integrity of record at the Effective Time transmittal materials and other appropriate written instructions (collectively, a “Transmittal Letter”) (which shall specifythat delivery shall be effected, and risk of loss and title to the certificate representing shares of Integrity Stock prior to such Effective Time shall pass, only upon proper delivery of such certificates to the Exchange Agent and which shall be insuch form 

 

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and have such other provisions as FNB may reasonably specify). After the Effective Time and upon the proper surrender ofcertificate(s) representing shares of Integrity Stock to the Exchange Agent, together with a properly completed and duly executed Transmittal Letter, the holder of such certificate(s) shall be entitled to receive in exchange therefor the number ofshares of FNB Stock and the cash to which such holder is entitled hereunder (including any cash payments to which such holder is entitled hereunder in respect of rights to receive fractional shares and any dividends or other distributions to whichsuch holder is entitled pursuant to Section 1.7(c)), subject to any required withholding of applicable taxes. Neither FNB nor the Exchange Agent shall be obligated to deliver any of such payments in cash or stock until such holder surrendersthe certificate(s) representing such holder’s shares. The certificate(s) so surrendered shall be duly endorsed as the Exchange Agent may require. If there is a transfer of ownership of any shares of Integrity Stock not registered in thetransfer records of Integrity, the Merger Consideration shall be issued to the transferee thereof if the certificates representing such Integrity Stock are presented to the Exchange Agent, accompanied by all documents required, in the reasonablejudgment of FNB and the Exchange Agent, to evidence and effect such transfer and to evidence that any applicable stock transfer taxes have been paid. Any portion of the Exchange Fund that remains undistributed to the holders of certificatesrepresenting Integrity Stock for six months after the Effective Time shall be delivered to FNB, upon demand, and any shareholders of Integrity who have not previously complied with the provisions of this Article I shall thereafter look only to FNBfor payment of their claim for FNB Stock and cash and any dividends or distributions with respect to FNB Stock. Any portion of the Exchange Fund remaining unclaimed by holders of Integrity Stock five years after the Effective Time (or such earlierdate immediately prior to such time as such portion would otherwise escheat to or become property of any government entity) shall, to the extent permitted by applicable law, become the property of FNB free and clear of any claims or interest of anyperson previously entitled therein. Any other provision of this Agreement notwithstanding, neither FNB nor the Exchange Agent shall be liable to any holder of shares of Integrity Stock for any amounts paid or properly delivered in good faith to apublic official pursuant to any applicable abandoned property law. 

 

**(b) Lost Certificates**. Any shareholder of Integrity whose certificate representing shares of Integrity Stock has been lost, destroyed, stolen or otherwise is missing shall be entitled to receive a certificate representing theshares of FNB Stock and/or any cash, including cash in lieu of fractional shares, to which he or she is entitled in accordance with and upon compliance with conditions reasonably imposed by the Exchange Agent or FNB (including, without limitation, arequirement that the shareholder provide a lost instruments indemnity bond in form, substance and amount reasonably satisfactory to the Exchange Agent and FNB). 

 

**(c) Rights of Former Integrity Shareholders**. At the Effective Time, the stock transfer books of Integrity shall be closed as to holdersof Integrity Stock immediately prior to the Effective Time and no transfer of Integrity Stock by any such holder shall thereafter be made or recognized. Until surrendered for exchange in accordance with the provisions of Section 1.7(a) of thisAgreement, each certificate theretofore representing shares of Integrity Stock (other than shares to be canceled pursuant to Section 1.4(a) of this Agreement) shall from and after the Effective Time represent for all purposes only the right toreceive the Merger Consideration. If, after the Effective Time, certificates representing Integrity Stock are presented to FNB or the Exchange Agent for any reason, they shall be cancelled and exchanged as 

 

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provided in this Article I. To the extent permitted by North Carolina law, former shareholders of record of Integrityshall be entitled to vote after the Effective Time at any meeting of shareholders of FNB the number of whole shares of FNB Stock into which their respective shares of Integrity Stock are converted, regardless of whether such holders have exchangedtheir certificates representing Integrity Stock for certificates representing FNB Stock in accordance with the provisions of this Agreement. Whenever a dividend or other distribution is declared by FNB on the FNB Stock, the record date for which isat or after the Effective Time, the declaration shall include dividends or other distributions on all shares of FNB Stock to be issued pursuant to the Merger, but beginning at the Effective Time no dividend or other distribution payable to theholders of record of FNB Stock as of any time subsequent to the Effective Time shall be delivered to the holder of any certificate representing shares of Integrity Stock issued and outstanding at the Effective Time until such holder surrenders suchcertificate for exchange as provided in Section 1.7(a) of this Agreement; provided, however, that upon surrender of such Integrity Stock certificate (or compliance with Section 1.7(b) of this Agreement), the FNB Stock certificate, togetherwith all undelivered dividends or other distributions (without interest) and any cash payments to be paid for fractional share interests (without interest), shall be delivered and paid with respect to each share represented by such Integrity Stockcertificate. 

 

**1.8 Treatment of Integrity StockOptions**. (a) At the Effective Time, FNB shall assume each option to purchase Integrity Stock granted and outstanding under the Integrity Financial Corporation 1996 Incentive Stock Option Plan, as amended, the Integrity FinancialCorporation 1997 Nonqualified Stock Option Plan, the FGB 1999 Incentive Stock Option Plan, the FGB 1999 Nonstatutory Stock Option Plan, the FGB Stock Option Plan or the Integrity Financial Corporation 1993 Stock Option Plan (collectively, the“Integrity Option Plan”), whether or not then exercisable, in accordance with the terms of the Integrity Option Plan and stock option agreement by which it is evidenced, except that from and after the Effective Time with respect to eachsuch plan or agreement: (i) FNB shall be substituted for Integrity; (ii) the compensation committee of the FNB Board of Directors shall be substituted for the compensation committee of the Integrity Board of Directors administering theIntegrity Option Plan; (iii) each stock option granted and outstanding under the Integrity Option Plan may be exercised solely for shares of FNB Stock; (iv) the number of shares of FNB Stock subject to each such stock option shall be thenumber of whole shares of FNB Stock (omitting any fractional share) determined by multiplying the number of shares of Integrity Stock subject to such stock option immediately prior to the Effective Time by the Exchange Ratio; and (v) the pershare exercise price under each such stock option shall be adjusted by dividing the per share exercise price under each such stock option by the Exchange Ratio and rounding up to the nearest cent. In addition, each stock option which is an“incentive stock option” under the Integrity Option Plan shall be adjusted as required by Section 424 of the Internal Revenue Code of 1986, as amended (the “Code”), and the regulations promulgated thereunder so as tocontinue as an incentive stock option under Section 424(a) of the Code, and so as not to constitute a modification, extension, or renewal of the option, within the meaning of Section 424(h) of the Code. FNB and Integrity shall take allnecessary steps to effectuate the foregoing provisions of this Section 1.8, including appropriate amendments to the Integrity Option Plan if necessary. 

 

(b) As soon as practicable after the Effective Time, FNB shall deliver to each of the participants in the Integrity Option Plan an appropriate noticesetting forth such participant’s rights pursuant thereto, and the grants pursuant to the Integrity Option Plan shall continue in 

 

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effect on the same terms and conditions (subject to the adjustments required by Section 1.8(a) after giving effectto the Merger). At or prior to the Effective Time, FNB shall take all corporate action necessary to reserve for issuance sufficient shares of FNB Stock for delivery upon exercise of the stock options assumed by it in accordance with thisSection 1.8. Integrity hereby represents that the Integrity Option Plan in its current form complies with Rule 16b-3 promulgated under the Securities Exchange Act of 1934, as amended (the “1934 Act”), as in effect as of the datehereof. 

 

(c) As soon as practicable after the Effective Time,FNB will use its best efforts to cause the shares subject to options granted under the Integrity Option Plan prior to the Effective Time (or any substitute options) to be registered under the Securities Act of 1933, as amended (the “1933Act”), on a Form S-8 (or equivalent successor form) registration statement. 

 

**1.9 Closing**. The closing of the transactions contemplated by this Agreement (the “Closing”) shall take place at the offices of Schell Bray Aycock Abel & Livingston P.L.L.C. inGreensboro, North Carolina, or at such other place as FNB shall designate, on a date mutually agreeable to Integrity and FNB (the “Closing Date”) after the expiration of any and all required waiting periods following the effective date ofall required approvals of the Merger by the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”), the North Carolina Commissioner of Banks (the “Commissioner”) and any other governmental or regulatoryauthorities (as soon as practicable, but in no event to be more than 60 days following the expiration of all such required waiting periods). At the Closing, FNB and Integrity shall take such actions (including, without limitation, the delivery ofcertain closing documents and the execution of Articles of Merger under North Carolina law) as are required herein and as otherwise shall be required by law to consummate the Merger and cause it to become effective. 

 

**1.10 Effective Time**. Subject to satisfaction or waiver of allconditions precedent set forth in this Agreement, the Merger shall become effective (the “Effective Time”) on the date and at the time on which Articles of Merger containing the Plan of Merger and the other provisions required by, andexecuted in accordance with applicable North Carolina and applicable federal law shall have been accepted for filing by the Secretary of State of the State of North Carolina (or such later time as may be specified in the Articles of Merger);provided, however, that unless otherwise mutually agreed upon by the parties hereto, the Effective Time shall in no event be more than ten days following the Closing Date. 

 

**1.11 Further Assurances**. If at any time after the Effective Time FNB shall consider or be advised that anyfurther deeds, assignments or assurances in law or any other actions are necessary, desirable or proper to vest, perfect or confirm of record or otherwise, in the Surviving Corporation, the title to any property or rights of Integrity acquired or tobe acquired by reason of, or as a result of, the Merger, Integrity, its subsidiaries and their officers and directors shall execute and deliver all such proper deeds, assignments and assurances in law and do all things necessary, desirable or properto vest, perfect or confirm title to such property or rights in FNB and otherwise to carry out the purpose of this Agreement, and the officers and directors of FNB are fully authorized and directed in the name of Integrity or otherwise to take anyand all such actions. 

 

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**ARTICLE II. REPRESENTATIONS AND WARRANTIES OF INTEGRITY**

 

Except as otherwise specifically provided herein or as “PreviouslyDisclosed” to FNB, Integrity hereby makes the following representations and warranties to FNB. (“Previously Disclosed” shall mean, as to Integrity, the disclosure of information in a letter delivered by Integrity to FNB specificallyreferring to this Agreement and arranged in sections corresponding to the sections, subsections and items of this Agreement applicable thereto, and which letter has been delivered prior to the execution of this Agreement. Information shall be deemedPreviously Disclosed for the purpose of a given section, subsection or item of this Agreement only to the extent that a specific reference thereto is made in connection with disclosure of such information at the time of such delivery.) 

 

**2.1 Corporate Organization, Capacity and Authority**.

 

**(a) Organization**. Integrity is a corporationduly organized and validly existing under the laws of the State of North Carolina and is registered with the Commissioner as a bank holding company and with the Federal Reserve Board as a bank holding company under the Bank Holding Company Act of1956, as amended. 

 

**(b) Subsidiaries**. Integrityhas six wholly owned subsidiaries, as Previously Disclosed to FNB, which are sometimes referred to in this Agreement as the subsidiaries of Integrity. Other than the subsidiaries of Integrity Previously Disclosed to FNB, Integrity has nosubsidiaries, direct or indirect, and does not own, directly or indirectly, any stock or other equity interest in any other corporation, service corporation, joint venture, partnership or other entity, except for equity issues reflected inIntegrity’s investment portfolio and securities held in a fiduciary capacity. 

 

**(c) Organization of Subsidiaries.** Each of the subsidiaries of Integrity is duly organized and validly existing under the laws of the state of its organization as Previously Disclosed to FNB, and all ofthe outstanding capital stock of each subsidiary is owned of record and beneficially, free and clear of all security interests and claims, by Integrity. All of the outstanding shares of capital stock of each of Integrity’s subsidiaries are dulyauthorized, validly issued, fully paid and nonassessable except, as to CVB and FGB, to the extent of assessability as set forth in N.C. Gen. Stat. § 53-42. Neither CVB nor FGB has received any notice of impairment from the Commissioner pursuantto N.C. Gen. Stat. § 53-42. 

 

**(d) Power andAuthority**. Each of Integrity and its subsidiaries has all requisite power and authority (corporate and other) to own, lease and operate its properties and to carry on its business as it is now being conducted, is duly qualified to dobusiness and is in good standing in each other jurisdiction in which the character of the properties owned, leased or operated by it therein or in which the transaction of its business makes such qualification necessary, except where failure so toqualify would not have a Material Adverse Effect (as defined herein) on Integrity and its subsidiaries, and, is not transacting business or operating any properties owned or leased by it in violation of any provision of federal, state or local lawor any rule or regulation promulgated thereunder, which violation would have a Material Adverse Effect on Integrity and its subsidiaries. For purposes of this Article II, “Material Adverse Effect” shall mean: (a) with respect toreferences to Integrity, any change in the business of Integrity that 

 

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is or could be materially adverse to the financial condition, results of operations, prospects, business, assets,investments, properties or operations of Integrity, or (b) with respect to references to Integrity and its subsidiaries, any change in the business of Integrity or its subsidiaries that is or could be materially adverse to the financialcondition, results of operations, prospects, business, assets, loan portfolio, investments, properties or operations of Integrity and its subsidiaries considered as one enterprise. 

 

**(e) Constituent Documents.**Integrity has previously delivered to FNB true, accurate and complete copies of thecurrently effective charter and bylaws or equivalent organizational documents of each of Integrity and its subsidiaries, including all amendments and proposed amendments thereto. 

 

**2.2 Capital Stock**. The authorized capital stock of Integrity consists of 9,000,000 shares of common stock,$1.00 par value per share, of which 5,237,316 shares are issued and outstanding as of September 16, 2005, and 1,000,000 shares of preferred stock, no par value, of which no shares are issued and outstanding. Other than the Integrity Stock,Integrity has no outstanding class of capital stock. Each outstanding share of Integrity Stock has been duly authorized and validly issued, is fully paid and nonassessable, has been issued in compliance with applicable federal and state securitieslaws and has not been issued in violation of the preemptive rights of any shareholder. Except as Previously Disclosed to FNB, since December 31, 2004, (i) no cash, stock or other dividend or any other distribution with respect to thecapital stock of Integrity or any of its subsidiaries has been declared, set aside or paid, and (ii) no shares of capital stock of Integrity have been purchased, redeemed or otherwise acquired, directly or indirectly, by Integrity and noagreements have been made to make any such purchase, redemption or acquisition. 

 

**2.3 Principal Shareholders**. Except as Previously Disclosed, there are no persons or entities known to Integrity that own beneficially, directly or indirectly, more than 5% of the outstanding shares ofIntegrity Stock. 

 

**2.4 Convertible Securities, Options,Etc.** Except for the Integrity Option Plan and the stock options granted thereunder, Integrity does not have any outstanding (i) securities or other obligations (including debentures or other debt instruments) which are convertible intoshares of Integrity Stock or any other securities of Integrity, (ii) options, warrants, rights, calls or other commitments of any nature which entitle any person to receive or acquire any shares of Integrity Stock or any other securities ofIntegrity, or (iii) plan, agreement or other arrangement pursuant to which shares of Integrity Stock or any other securities of Integrity or options, warrants, rights, calls or other commitments of any nature pertaining thereto, have been ormay be issued. 

 

**2.5 Authorization and Validity ofAgreement**. This Agreement has been duly and validly approved by Integrity’s Board of Directors. Subject only to approval of the Plan of Merger by the shareholders of Integrity, (i) Integrity has the corporate power and authority toexecute and deliver this Agreement and to perform its obligations and agreements and carry out the transactions described herein, (ii) all corporate proceedings and approvals required to be taken to authorize Integrity to enter into thisAgreement and to perform its obligations and agreements and to carry out the transactions described herein have been duly and properly taken, 

 

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and (iii) this Agreement constitutes the valid and binding agreement of Integrity enforceable in accordance with itsterms (except to the extent enforceability may be limited by (A) applicable bankruptcy, insolvency, reorganization, moratorium or similar laws from time to time in effect which affect creditors’ rights generally, (B) legal andequitable limitations on the availability of injunctive relief, specific performance and other equitable remedies, and (C) general principles of equity and applicable laws or court decisions limiting the enforceability of indemnificationprovisions). 

 

**2.6 Validity of Transactions; Absence ofRequired Consents or Waivers**. Provided the required approvals of Integrity’s shareholders and of governmental or regulatory authorities are obtained, neither the execution and delivery of this Agreement, nor the consummation of thetransactions described herein, nor compliance by Integrity with any of its obligations or agreements contained herein, will: (i) conflict with or result in a breach of the terms and conditions of, or constitute a default or violation under anyprovision of, the Articles of Incorporation or bylaws or the equivalent organizational documents of Integrity or any subsidiary, or any material contract, agreement, lease, mortgage, note, bond, indenture, license, or obligation or understanding(oral or written) to which Integrity or any subsidiary is bound or by which it or its business, capital stock or any of its properties or assets may be affected; (ii) result in the creation or imposition of any lien, claim, interest, charge,restriction or encumbrance upon any of the properties or assets of Integrity or any subsidiary; (iii) violate any applicable federal or state statute, law, rule or regulation, or any judgment, order, writ, injunction or decree of any court,administrative or regulatory agency or governmental body; (iv) result in the acceleration of any obligation or indebtedness of Integrity or any subsidiary; or (v) interfere with or otherwise adversely affect the ability of Integrity tocarry on its business as presently conducted, or interfere with or otherwise adversely affect the ability of FNB to carry on such business after the Effective Time. No consents, approvals or waivers are required to be obtained from any person orentity in connection with Integrity’s execution and delivery of this Agreement, or the performance of its obligations or agreements or the consummation of the transactions described herein, except for required approvals of Integrity’sshareholders as described in Section 7.1(a) below and of governmental or regulatory authorities as described in Section 7.1(d) below and approvals previously obtained. 

 

**2.7 Books and Records**. The books of account of each of Integrity and its subsidiaries have been fully,properly and accurately maintained in material compliance with all applicable legal and accounting requirements and in accordance with good business practices, and such books of account are complete and reflect accurately in all material respectsIntegrity’s and its subsidiaries’, respectively, items of income and expense and all of its assets, liabilities and shareholders’ equity and reflect in all material respects all dealings and transactions in respect of the business,assets, liabilities and affairs of Integrity and its subsidiaries. The minute books of each of Integrity and its subsidiaries accurately reflect in all material respects the corporate actions which its respective shareholders and board of directors,and all committees thereof, have taken during the time periods covered by such minute books. All such minute books have been or will be made available to FNB and its representatives. 

 

**2.8 Regulatory Reports**. Since January 1, 2001, Integrity and each of its subsidiaries has filed allreports, registrations and statements, together with any amendments required to be made with respect thereto, that were required to be filed with (i) the Federal Reserve Board, 

 

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(ii) the FDIC, (iii) the Commissioner and (iv) any other governmental or regulatory authorities havingjurisdiction over Integrity or its subsidiaries except to the extent that failure to file such reports, registrations and statements would not have a Material Adverse Effect on Integrity and its subsidiaries. All such reports, registrations andstatements filed by Integrity or a subsidiary with the Federal Reserve Board, FDIC, the Commissioner or other such regulatory authority are collectively referred to herein as the “Integrity Reports.” As of their respective dates, theIntegrity Reports complied in all material respects with all the statutes, rules and regulations enforced or promulgated by the regulatory authority with which they were filed and did not contain any untrue statement of a material fact or omit tostate a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; and neither Integrity nor its subsidiaries has been notified that any suchIntegrity Reports were deficient as to form or content. Following the date of this Agreement, Integrity shall deliver to FNB, simultaneous with the filing thereof, a copy of each report, registration, statement or other regulatory filing madethereafter by Integrity or its subsidiaries, with the FDIC, the Commissioner or any other such regulatory authority. 

 

**2.9 SEC Filings; Financial Statements**. 

 

**(a) SEC Filings**. Integrity has filed and made available to FNB all forms, reports and documents required to be filed by Integrity with theSecurities and Exchange Commission (the “SEC”) since December 31, 2001 (collectively, the “Integrity SEC Reports”). The Integrity SEC Reports (i) at the time filed, complied in all material respects with the applicablerequirements of the 1933 Act and the 1934 Act, and (ii) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) contain any untrue statement of amaterial fact or omit to state a material fact required to be stated in such Integrity SEC Reports or necessary in order to make the statements in such Integrity SEC Reports, in light of the circumstances under which they were made, not misleading.

 

**(b) Financial Statements**. Integrity has filedwith the SEC and made available to FNB the following financial statements (collectively, the “Integrity Financial Statements”): (i) its consolidated balance sheets as of December 31, 2004 and 2003 and its consolidated statementsof operations, changes in shareholders’ equity and cash flows for the years ended December 31, 2004, 2003 and 2002, together with notes thereto, all as audited by Dixon Hughes PLLC, independent registered public accountants; and(ii) its balance sheets as of June 30, 2005 and 2004, and the related statements of income for the six-month periods then ended. Following the date of this Agreement, Integrity promptly will deliver to FNB all other annual or interimfinancial statements prepared by or for Integrity. The Integrity Financial Statements (including any related notes and schedules thereto) (x) are in accordance with Integrity’s books and records, and (y) except as stated therein, wereprepared in accordance with generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods indicated and present fairly Integrity’s consolidated financial condition, assets and liabilities,results of operations, changes in shareholders’ equity and changes in cash flows as of the dates indicated and for the periods specified therein subject, in the case of unaudited interim financial statements, to normal year-end adjustments andany other adjustments described therein, which adjustments will not be material in amount or effect. 

 

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**2.10 Tax Returns and Other Tax Matters**. (i) Integrity and each of its subsidiaries hastimely filed or caused to be filed, or obtained proper extensions of time for filing, all federal, state and local income tax returns and reports which are required by law to have been filed, and all such returns and reports were true, correct andcomplete in all material respects and contained all material information required to be contained therein; (ii) all federal, state and local income, profits, franchise, sales, use, occupation, property, excise, withholding, employment and othertaxes (including interest and penalties), charges and assessments which have become due from or been assessed or levied against Integrity, any subsidiary or their respective properties have been fully paid or, if not yet due, a reserve or accrualwhich is reasonably believed by the management of Integrity to be adequate in all material respects for the payment of all such taxes to be paid and the obligation for such unpaid taxes is reflected on the Integrity Financial Statements;(iii) tax returns and reports of Integrity and its subsidiaries have not been subject to audit by the Internal Revenue Service (the “IRS”) or the North Carolina Department of Revenue in the last seven years and neither Integrity norany subsidiary has received any indication of the pendency of any audit or examination in connection with any such tax return or report or has any knowledge that any such return or report is subject to adjustment; (iv) neither Integrity nor anysubsidiary has executed any waiver or extended the statute of limitations (or been asked to execute a waiver or extend a statute of limitations) with respect to any tax; (v) no closing agreements, private letter rulings, technical advicememoranda or similar agreements or rulings have been entered into or issued by any governmental authority with respect to Integrity and its subsidiaries; (vi) neither Integrity nor any of its subsidiaries maintains any compensation plans,programs or arrangements the payments under which would not reasonably be expected to be deductible as a result of the limitations under Section 162(m) of the Code and the regulations issued thereunder; (vii) neither Integrity nor any ofits subsidiaries (A) has agreed, or is required, to make any adjustment under Section 481(a) of the Code or any comparable provision of state, local or foreign law or has any knowledge that a governmental authority has proposed any suchadjustment or change in accounting method with respect to Integrity or its subsidiaries or (B) has any application pending with any governmental authority requesting permission for any change in accounting method; and (viii) neitherIntegrity nor any of its subsidiaries is required to include any item of income in, or exclude any item of deduction or loss from, taxable income for any taxable period or portion thereof beginning on or after the Closing Date as a result of(A) a change in method of accounting for a taxable period beginning prior to the Closing Date, (B) any “closing agreement,” as described in Section 71 of the Code, or any corresponding provision of state, local or foreignlaw, executed on or before the Closing Date, (C) any sale reported on the installment method where such sale occurred on or prior to the Closing Date, (D) any prepaid amount received by Integrity or any of its subsidiaries on or prior tothe Closing Date of (E) any intercompany transactions or excess loss account described in Treasury Regulations under Section 1502 of the Code or any corresponding provision of state, local or foreign law. 

 

**2.11 Absence of Material Adverse Changes or Certain OtherEvents**. 

 

**(a)**Since December 31, 2004,Integrity and each of its subsidiaries has conducted its respective business only in the ordinary course, and there has been no Material Adverse Effect, and there has occurred no event or development and there currently exists no condition orcircumstance which, with the lapse of time or otherwise, may or could cause, create or result in a Material Adverse Effect, on Integrity and its subsidiaries. 

 

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**(b)**Since December 31, 2004, and other than in the ordinary course of its business, neitherIntegrity nor any subsidiary has incurred any material liability or engaged in any material transaction or entered into any material agreement, increased the salaries, compensation or general benefits payable to its employees, suffered any loss,destruction or damage to any of its respective properties or assets, or made a material acquisition or disposition of any assets or entered into any material contract or lease. For purposes of this Section 2.11(b), “material” meansmaterial to Integrity and its subsidiaries considered as one enterprise. 

 

**2.12 Absence of Undisclosed Liabilities**. Neither Integrity nor any subsidiary has any liabilities or obligations, whether known or unknown, matured or unmatured, accrued, absolute, contingent orotherwise, whether due or to become due (including, without limitation, tax liabilities or unfunded liabilities under employee benefit plans or arrangements), other than (i) those reflected in the Integrity Financial Statements, or(ii) obligations or liabilities incurred in the ordinary course of its business since December 31, 2004 and which are not, individually or in the aggregate, material to Integrity and its subsidiaries considered as one enterprise. No factsor circumstances exist that could reasonably be expected to serve as the basis for any other liabilities of Integrity or any subsidiary. Without limiting the generality of the foregoing, no agreement pursuant to which any loans or other assets havebeen or shall be sold by Integrity or any of its subsidiaries entitled the buyer of such loans or other assets, unless there is material breach of a representation or covenant by Integrity or its subsidiaries, to cause Integrity or its subsidiariesto repurchase such loan or other asset or the buyer to pursue any other form of recourse against Integrity or its subsidiaries. To the best knowledge and belief of management of Integrity, there has been no material breach of a representation orcovenant by Integrity or its subsidiaries in any such agreement. 

 

**2.13 Litigation and Compliance with Law**. 

 

**(a)**There are no actions, suits, arbitrations, controversies or other proceedings or investigations (or, to the best knowledge and belief of management of Integrity, any facts or circumstances which reasonably could result in such),including, without limitation, any such action by any governmental or regulatory authority, which currently exist or are ongoing, pending or, to the best knowledge and belief of management of Integrity, threatened, contemplated or probable ofassertion, against, relating to or otherwise affecting Integrity, any subsidiary or any of their respective properties, assets or employees which, if determined adversely, could result in liability on the part of Integrity or any subsidiary for, orsubject Integrity or any subsidiary to, material monetary damages, fines or penalties or an injunction, or which could have a Material Adverse Effect on Integrity and its subsidiaries or on Integrity’s ability to consummate the Merger.

 

**(b)**Except for such licenses, permits, orders,authorizations or approvals (“Permits”) the absence of which would not have a Material Adverse Effect on Integrity or its subsidiaries, each of Integrity and its subsidiaries has all Permits of any federal, state, local or foreigngovernmental or regulatory body that are material to or necessary for the conduct of its respective business or to own, lease and operate its respective properties. Except as would not have a Material Adverse Effect on Integrity and itssubsidiaries, all such Permits are in full force and effect and no violations are or have been recorded in respect of any such Permits. No proceeding is pending or, to the best knowledge and belief of management of Integrity, threatened or probableof assertion to suspend, cancel, revoke or limit any Permit. 

 

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**(c)**Except as Previously Disclosed to FNB, neither Integrity nor any subsidiary is subject to anysupervisory agreement, enforcement order, writ, injunction, capital directive, supervisory directive, memorandum of understanding or other similar agreement, order, directive, memorandum or consent of, with or issued by any regulatory or othergovernmental authority (including, without limitation, the Federal Reserve Board, the FDIC or the Commissioner) relating to its financial condition, directors or officers, employees, operations, capital, regulatory compliance or otherwise; there areno judgments, orders, stipulations, injunctions, decrees or awards against Integrity or any subsidiary that in any manner limit, restrict, regulate, enjoin or prohibit any present or past business or practice of Integrity or any subsidiary; andneither Integrity nor any subsidiary has been advised or has any reason to believe that any regulatory or other governmental authority or any court is contemplating, threatening or requesting the issuance of any such agreement, order, injunction,directive, memorandum, judgment, stipulation, decree or award. 

 

**(d)**Neither Integrity nor any subsidiary is in violation or default under, and each has complied with, all laws, statutes, ordinances, rules, regulations, orders, writs, injunctions or decrees of any court or federal, state,municipal or other governmental or regulatory authority having jurisdiction or authority over it or its business operations, properties or assets (including, without limitation, all provisions of North Carolina law relating to usury, the ConsumerCredit Protection Act, and all other laws and regulations applicable to extensions of credit) except for any such violation, default or noncompliance as does not or would not have a Material Adverse Effect on Integrity and its subsidiaries, and, tothe best knowledge and belief of management of Integrity, there is no basis for any claim by any person or authority for compensation, reimbursement or damages or otherwise for any violation of any of the foregoing. 

 

**2.14 Real Properties**. Integrity has Previously Disclosed to FNBa listing of all real property owned or leased by Integrity or any subsidiary (the “Real Property”) and all leases pertaining to any such Real Property to which Integrity or any subsidiary is a party (the “Real Property Leases”).With respect to all Real Property, Integrity or any subsidiary has good and marketable fee simple title to, or a valid and subsisting leasehold interest in, such Real Property and owns the same free and clear of all mortgages, liens, leases,encumbrances, title defects and exceptions to title other than (i) the lien of current taxes not yet due and payable, and (ii) such imperfections of title and restrictions, covenants and easements (including utility easements) which do notmaterially affect the value of the Real Property and which do not and will not materially detract from, interfere with or restrict the present or future use of the properties subject thereto or affected thereby. With respect to each Real PropertyLease (i) such lease is valid and enforceable in accordance with its terms, (ii) there currently exists no circumstance or condition which constitutes an event of default by Integrity or any subsidiary (as lessor or lessee) or itsrespective lessor or which, with the passage of time or the giving of required notices will or could constitute such an event of default, and (iii) subject to any required consent of Integrity’s lessor, each such Real Property Lease may beassigned to FNB and the execution and delivery of this Agreement does not constitute an event of default thereunder. The Real Property complies with all applicable federal, state and local laws, regulations, ordinances or orders of any governmentalauthority, including those relating to zoning, building and use permits, except for 

 

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such noncompliance as does not or would not have a Material Adverse Effect on Integrity and its subsidiaries, and theReal Property may be used under applicable zoning ordinances for commercial banking facilities as a matter of right rather than as a conditional or nonconforming use. All improvements and fixtures included in or on the Real Property are in goodcondition and repair, ordinary wear and tear excepted, and there does not exist any condition which materially adversely affects the economic value thereof or materially adversely interferes (or will interfere after the Merger) with the contemplateduse thereof. 

 

**2.15 Loans, Accounts, Notes and OtherReceivables**. 

 

**(a)**All loans, accounts, notesand other receivables reflected as assets on the books and records of Integrity and its subsidiaries (i) have resulted from bona fide business transactions in the ordinary course of operations of Integrity and its subsidiaries, (ii) weremade in accordance with the standard loan policies and procedures of Integrity and its subsidiaries, and (iii) are owned by Integrity or a subsidiary free and clear of all liens, encumbrances, assignments, participation or repurchase agreementsor other exceptions to title or to the ownership or collection rights of any other person or entity. 

 

**(b)**All of the records of Integrity and its subsidiaries regarding all outstanding loans, accounts, notes and other receivables, and all other realestate owned, are accurate in all material respects, and, with respect to such loans the loan documentation of which indicate are secured by any real or personal property or property rights (“Loan Collateral”), such loans are in allmaterial respects secured by valid, perfected and enforceable liens on all such Loan Collateral having the priority described in the records of such loan. Neither Integrity nor any subsidiary has engaged in any form of indirect lending and no suchindirect loans are outstanding. 

 

**(c)**To the bestknowledge and belief of management of Integrity, each loan reflected as an asset on the books of Integrity and its subsidiaries and each guaranty therefor, is the legal, valid and binding obligation of the obligor or guarantor thereon, and nodefense, offset or counterclaim has been asserted with respect to any such loan or guaranty. 

 

**(d)**Integrity has Previously Disclosed to FNB (i) a written listing of each loan, extension of credit or other asset of Integrity or any subsidiary which, as of December 31, 2004, is classified by theFDIC or the Commissioner as “Loss,” “Doubtful,” “Substandard” or “Special Mention” (or otherwise by words of similar import), or which it has designated as a special asset or for special handling or placed onany “watch list” because of concerns regarding the ultimate collectibility or deteriorating condition of such asset or any obligor or Loan Collateral therefor, and (ii) a written listing of each loan or extension of credit that, as ofDecember 31, 2004, was past due as to the payment of principal or interest or both, or as to which any obligor thereon (including the borrower or any guarantor) otherwise was in default, is the subject of a proceeding in bankruptcy or otherwisehas indicated any inability or intention not to repay such loan or extension of credit. Each such listing is accurate and complete in all material respects as of the date indicated. 

 

**(e)**As of December 31, 2004, Integrity’s, or any subsidiary’s, reserve for possible loan losses (the“Loan Loss Reserve”) has been established in conformity with GAAP, sound banking practices and all applicable requirements, rules and policies of the FDIC and the 

 

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Commissioner and, in the best judgment of management of Integrity, (i) is reasonable in view of the size andcharacter of its loan portfolio, current economic conditions and other relevant factors, and (ii) is adequate to provide for losses relating to or the risk of loss inherent in its loan portfolio. At December 31, 2004, Integrity’s LoanLoss Reserve was $10,416,195 and at June 30, 2005, Integrity’s Loan Loss Reserve was $8,099,563. 

 

**2.16 Securities Portfolio and Investments; Risk Management Instruments**. Except as Previously Disclosed, all securities owned by Integrity orany subsidiary (whether owned of record or beneficially) are held free and clear of all mortgages, liens, pledges, encumbrances or any other restriction or rights of any other person or entity, whether contractual or statutory, which wouldmaterially impair the ability of Integrity or any subsidiary to dispose freely of any such security or otherwise to realize the benefits of ownership thereof at any time. There are no voting trusts or other agreements or undertakings to whichIntegrity or any subsidiary is a party with respect to the voting of any such securities. With respect to all “repurchase agreements” to which Integrity or any subsidiary has “purchased” securities under agreement to resell,Integrity or such subsidiary has a valid, perfected first lien or security interest in the government securities or other collateral securing the repurchase agreement, and the value of the collateral securing each such repurchase agreement equals orexceeds the amount of the debt owed that is secured by such collateral. Except for fluctuations in the market values of its investment securities, since December 31, 2004, there has been no significant deterioration or material adverse changein the quality, or any material decrease in the value, of Integrity’s securities portfolio as a whole. Neither Integrity nor any of its subsidiaries is a party or has agreed to enter into an exchange trade or over-the-counter equity, interestrate, foreign exchange or other swap, forward, future, option, cap, floor or collar or any other contract that is not included on Integrity’s consolidated statement of financial condition and is a derivatives contract (including variouscombinations thereof) nor does Integrity or any of its subsidiaries own securities that (i) are referred to generically as “structured notes,” “high risk mortgage derivatives,” “capped floating rate notes” or“capped floating rate mortgage derivatives” or (ii) are likely to have changes in value as a result of interest or exchange rate changes that significantly exceed normal changes in value attributable to interest or exchange ratechanges. 

 

**2.17 Personal Property and OtherAssets**. All tangible personal property of Integrity or any subsidiary material to the business operations of Integrity and such subsidiary (including, without limitation, all banking equipment, data processing equipment, vehicles, and allother tangible personal property located in any office of or used by Integrity or such subsidiary in the operation of its business) is owned or leased by Integrity or such subsidiary free and clear of all liens, encumbrances, leases, title defectsor exceptions to title other than such as are not material in character, amount or extent, and which do not materially detract from the value of, or interfere with the present or future use or ability to convey, the property subject thereto oraffected thereby. All of Integrity or any subsidiary’s tangible personal property material to its business is in good operating condition and repair, ordinary wear and tear excepted. 

 

**2.18 Patents and Trademarks**. Integrity and its subsidiaries own, possess or have the right to use any and allpatents, licenses, trademarks, trade names, copyrights, trade secrets and proprietary and other confidential information necessary to conduct their business as now conducted; and neither Integrity nor any subsidiary has violated, and currently isnot in conflict with, any patent, license, trademark, trade name, copyright or proprietary right of any other person or entity. 

 

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**2.19 Environmental Matters**. 

 

**(a)**Integrity has Previously Disclosed to FNB copies of all written reports, correspondence, notices or othermaterials, if any, in its or any subsidiary’s possession pertaining to environmental surveys or assessments of the Real Property or any of its Loan Collateral and any improvements thereon, or to any violation of “Environmental Laws”(as defined below) on, affecting or otherwise involving the Real Property or any Loan Collateral. 

 

**(b)**There has been no presence, use, production, generation, handling, transportation, treatment, storage, disposal, distribution, labeling,reporting, testing, processing, emission, discharge, release, threatened release, control, removal, clean-up or remediation of any “Hazardous Substances” (as defined below) by any person prior to the date hereof on, from or relating to theReal Property or, to the best knowledge and belief of management of Integrity, the Loan Collateral, which constitutes a violation of any Environmental Laws. 

 

**(c)**Neither Integrity nor any subsidiary has violated any federal, state or local law, rule, regulation, order, permit or other requirementrelating to health, safety or the environment or imposing liability, responsibility or standards of conduct applicable to environmental conditions, and there has been no violation of any Environmental Laws (as defined in Section 2.19(f) below)(including, to the best knowledge and belief of management of Integrity, any violation with respect to or relating to any Loan Collateral) by any other person or entity for whose liability or obligation with respect to any particular matter orviolation Integrity or any subsidiary is or may be responsible or liable, except to the extent any violations of which, when taken as a whole, would not have a Material Adverse Effect on Integrity or its subsidiaries. 

 

**(d)**Neither Integrity nor any subsidiary is subject to any claims,demands, causes of action, suits, proceedings, losses, damages, penalties, liabilities, obligations, costs or expenses of any kind and nature which arise out of, under or in connection with, or which result from or are based upon the presence, use,production, generation, handling, transportation, treatment, storage, disposal, distribution, labeling, reporting, testing, processing, emission, discharge, release, threatened release, control, removal, clean-up or remediation of any HazardousSubstances on, from or relating to the Real Property or, to the best knowledge and belief of management of Integrity, any Loan Collateral by any person or entity. 

 

**(e)**No facts, events or conditions relating to the Real Property or, to the best knowledge and belief of managementof Integrity, any Loan Collateral, or the operations of Integrity or any subsidiary, will prevent, hinder or limit continued compliance with Environmental Laws, or give rise to any investigatory, emergency removal, remedial or corrective actions,obligations or liabilities (whether accrued, absolute, contingent, unliquidated or otherwise) pursuant to Environmental Laws. 

 

**(f)**For purposes of this Agreement, “Environmental Laws” shall include: 

 

**(i)**all federal, state and local statutes, regulations, ordinances, orders, decrees, and similarprovisions having the force or effect of law, 

 

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**(ii)**all contractual agreements, and 

 

**(iii)**all common law 

 

concerning public health and safety, worker health and safety, and pollution or protection ofthe environment, including without limitation all standards of conduct and bases of obligations relating to the presence, use, production, generation, handling, transportation, treatment, storage, disposal, distribution, labeling, reporting,testing, processing, discharge, release, threatened release, control, emergency removal, clean-up or remediation of any Hazardous Substances (including without limitation the Comprehensive Environmental Response, Compensation and Liability Act, theSuperfund Amendment and Reauthorization Act, the Federal Insecticide, Fungicide and Rodenticide Act, the Hazardous Materials Transportation Act, the Resource Conservation and Recovery Act, the Clean Water Act, the Clean Air Act, the Toxic SubstancesControl Act, any “Superfund” or “Superlien” law, the Americans with Disabilities Act, and the Occupational Safety and Health Act), as such may now or at any time hereafter be defined or in effect. 

 

**(g)**For purposes of this Agreement, “Hazardous Substances”shall include hazardous, toxic or otherwise regulated materials, substances or wastes; chemical substances or mixtures; pesticides; pollutants; contaminants; toxic chemicals; oil or other petroleum products, byproducts, or constituents (includingbut not limited to crude oil, diesel oil, fuel oil, gasoline, lubrication oil, oil refuse, oil mixed with other waste, oil sludge, and all other liquid hydrocarbons regardless of specific gravity); asbestos or asbestos containing material; flammableexplosives; polychlorinated biphenyls (“PCBs”) or any material containing PCBs; radioactive materials; biological micro organisms, viruses, fungi, spores; environmental tobacco smoke; radon or radon gas; formaldehyde or any materialcontaining formaldehyde; fumigants; any material or substance comprising or contributing to conditions known as “sick building syndrome,” “building-related illness” or similar conditions or exposures; and/or any hazardous, toxic,regulated or dangerous waste, substance or material defined as such by the United States Environmental Protection Agency or any other federal, state or local governmental agency or political subdivision thereof, or for the purpose of or by anyEnvironmental Laws, as now or at any time hereafter may be in effect. 

 

**2.20 Brokerage or Finders’ Commissions**. All negotiations relative to this Agreement and the transactions described herein have been carried on by Integrity or its representatives, including McColl Partners, LLC(“McColl Partners”), directly with FNB or its representatives. No person or firm other than McColl Partners has been retained by or has acted on behalf of, pursuant to any agreement, arrangement or understanding with, or under theauthority of, Integrity or its Board of Directors, as a broker, finder or agent or has performed similar functions or otherwise is or may be entitled to receive or claim a brokerage fee or other commission in connection with or as a result of thetransactions described herein. 

 

**2.21 MaterialContracts**. 

 

**(a)**Except as Previously Disclosed,neither Integrity nor any subsidiary is a party to or bound by any agreement, other than loans made in the ordinary course of business, (i)involving money or other property in an amount or with a value in excess of $50,000, (ii) which

 

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calls for the provision of goods or services to Integrity or any subsidiary and cannot be terminated without materialpenalty upon written notice to the other party thereto, (iii) which is material to Integrity or any subsidiary and was not entered into in the ordinary course of business, (iv) which involves hedging, options or any similar tradingactivity, or interest rate exchanges or swaps, (v) which commits Integrity or any subsidiary to extend any loan or credit (with the exception of letters of credit, lines of credit and loan commitments extended in the ordinary course of asubsidiary’s business), (vi) which involves the purchase or sale of any assets of Integrity or any subsidiary, or the purchase, sale, issuance, redemption or transfer of any capital stock or other securities of Integrity or any subsidiary,or (vii) with any director, officer or principal shareholder of Integrity or any subsidiary (including, without limitation, any consulting agreement, but not including any agreement relating to loans or other banking services which were made inthe ordinary course of its business and on substantially the same terms and conditions as were prevailing at that time for similar agreements with unrelated persons). 

 

**(b)**Neither Integrity nor any subsidiary is in default, and there has not occurred any event which with the lapse oftime or giving of notice or both would constitute such a default, under any contract, lease, insurance policy, commitment or arrangement to which it is a party or by which it or its property is or may be bound or affected or under which it or itsproperty receives benefits. 

 

**2.22 Employment Matters;Employee Relations**. 

 

**(a)**Each of Integrity andits subsidiaries (i) has paid in full to or accrued on behalf of all its respective directors, officers and employees all wages, salaries, commissions, bonuses, fees and other direct compensation for all labor or services rendered, includingall wages, salaries, commissions, bonuses, fees and other direct compensation for all labor or services performed by them to the date of this Agreement and all vacation pay, sick pay, severance pay and other amounts promised to the extent requiredby law or its existing policies or practices, and (ii) is in compliance in all material respects with all applicable federal, state and local laws, statutes, rules and regulations with regard to employment and employment practices, terms andconditions, and wages and hours and other compensation matters; and no person has, to the best knowledge and belief of management of Integrity, asserted that Integrity or any subsidiary is liable in any amount for any arrearages in wages oremployment taxes or for any penalties for failure to comply with any of the foregoing. 

 

**(b)**There is no action, suit or proceeding by any person pending or, to the best knowledge and belief of management of Integrity, threatened against Integrity or any subsidiary (or their employees), involvingemployment discrimination, harassment, wrongful discharge or similar claims. Neither Integrity nor any subsidiary is a party to or bound by any collective bargaining agreement with any of its employees, any labor union or any other collectivebargaining unit or organization. There is no pending or threatened labor dispute, work stoppage or strike involving Integrity, any subsidiary, or any of their employees, or any pending or threatened proceeding in which it is asserted that Integrityor any subsidiary has committed an unfair labor practice; and, neither Integrity nor any subsidiary is aware of any activity involving it or any of its employees seeking to certify a collective bargaining unit or engaging in any other labororganization activity. 

 

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**2.23 Employment Agreements; Employee Benefit Plans**. 

 

**(a)**Integrity has Previously Disclosed to FNB a true and completelist of all bonus, deferred compensation, pension, retirement, profit-sharing, thrift, savings, employee stock ownership, stock bonus, stock purchase, restricted stock and stock option plans; all employment and severance contracts; all medical,dental, health, and life insurance plans; all vacation, sickness and other leave plans, disability and death benefit plans; and all other employee benefit plans, contracts, or arrangements maintained or contributed to by Integrity or any subsidiaryfor the benefit of any employees, former employees, directors, former directors or any of their beneficiaries (collectively, the “Plans”). True and complete copies of all Plans, including, but not limited to, any trust instruments orinsurance contracts, if any, forming a part thereof, and all amendments thereto, previously have been supplied to FNB. Neither Integrity nor any subsidiary maintains, sponsors, contributes to or otherwise participates in any “Employee BenefitPlan” within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), any “Multiemployer Plan” within the meaning of Section 3(37) of ERISA, or any “MultipleEmployer Welfare Arrangement” within the meaning of Section 3(40) of ERISA. Each Plan that is an “employee pension benefit plan” within the meaning of Section 3(2) of ERISA and which is intended to be qualified underSection 401(a) of the Code, has received or applied for a favorable determination letter from the IRS and Integrity is not aware of any circumstances reasonably likely to result in the revocation or denial of any such favorable determinationletter. All reports and returns with respect to the Plans (and any Plans previously maintained by Integrity or any subsidiary) required to be filed with any governmental department, agency, service or other authority, including, without limitation,Internal Revenue Service Form 5500 (Annual Report), have been properly and timely filed. 

 

**(b)**All “Employee Benefit Plans” maintained by or otherwise covering employees or former employees of Integrity or any subsidiary currently are, and at all times have been, in compliance with allprovisions and requirements of ERISA except those the noncompliance of which, when taken as a whole, would not have a Material Adverse Effect on Integrity or its subsidiaries. There is no pending or threatened litigation relating to any Plan or anysuch Plan previously maintained by Integrity or any subsidiary. Neither Integrity nor any subsidiary has engaged in a transaction with respect to any Plan that has subjected it, or absent the exemption under which the transaction was effected, wouldsubject it to a tax or penalty imposed by either Section 4975 of the Code or Section 502(i) of ERISA. 

 

**(c)**Integrity has delivered to FNB a true, correct and complete copy (including copies of all amendments thereto) of each of its retirement plansthat is intended to be qualified under Section 401(a) of the Code (collectively, the “Retirement Plans”), together with true, correct and complete copies of the summary plan descriptions relating to the Retirement Plans, the mostrecent determination letters received from the IRS regarding the Retirement Plans, and the most recent Annual Reports (Form 5500 series) and related schedules, if any, for the Retirement Plans. The Retirement Plans are qualified under the provisionsof Section 401(a) of the Code, the trusts under the Retirement Plans are exempt trusts under Section 501(a) of the Code, and determination letters have been issued or applied for with respect to the Retirement Plans to said effect,including determination letters covering the current terms and provisions of the Retirement Plans. There are no issues relating to said qualification or exemption of the Retirement Plans currently pending before the IRS, the United States Departmentof Labor, the 

 

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Pension Benefit Guaranty Corporation or any court. The Retirement Plans and the administration thereof meet (and have metsince the establishment of the Retirement Plans) the requirements of ERISA, the Code and all other laws, rules and regulations applicable to the Retirement Plans and do not violate (and since the establishment of the Retirement Plans have notviolated) any of the provisions of ERISA, the Code and such other laws, rules and regulations, except to the extent such violation, when taken as a whole, would not have a Material Adverse Effect on Integrity or its subsidiaries. Without limitingthe generality of the foregoing, all reports and returns with respect to the Retirement Plans required to be filed with any governmental department, agency, service or other authority have been properly and timely filed. There are no disputes orunresolved disagreements with respect to the Retirement Plans or the administration thereof currently existing between Integrity, any subsidiary or any trustee or other fiduciary thereunder, and any governmental agency, any current or formeremployee of Integrity, any subsidiary or beneficiary of any such employee or any other person or entity. No “reportable event” within the meaning of Section 4043(b) of ERISA has occurred at any time with respect to the RetirementPlans, other than those, when taken as a whole, that would not have a Material Adverse Effect on Integrity or its subsidiaries. 

 

**(d)**No liability under subtitle C or D of Title IV of ERISA has been or is expected to be incurred by Integrity or any subsidiary with respect tothe Retirement Plans or with respect to any other ongoing, frozen or terminated defined benefit pension plan currently or formerly maintained by Integrity or any subsidiary. Neither Integrity nor any subsidiary has ever contributed to a“Multiemployer Plan.” All contributions required to be made pursuant to the terms of each of the Plans (including without limitation the Retirement Plans and any other “pension plan” (as defined in Section 3(2) of ERISA,provided such plan is intended to qualify under the provisions of Section 401(a) of the Code) maintained by Integrity or any subsidiary has been timely made. Neither the Retirement Plans nor any other “pension plan” maintained byIntegrity or any subsidiary has an “accumulated funding deficiency” (whether or not waived) within the meaning of Section 412 of the Code or Section 302 of ERISA. Neither Integrity nor any subsidiary has provided, and is notrequired to provide, security to any “pension plan” or to any “Single Employer Plan” pursuant to Section 401(a)(29) of the Code. Under the Retirement Plans and any other “pension plan” maintained by Integrity orany subsidiary as of the last day of the most recent plan year ended prior to the date hereof, the actuarially determined present value of all “benefit liabilities,” within the meaning of Section 4001(a)(16) of ERISA (as determined onthe basis of the actuarial assumptions contained in the plan’s most recent actuarial valuation) did not exceed the then current value of the assets of such plan, and there has been no material change in the financial condition of any such plansince the last day of the most recent plan year. 

 

**(e)**None of the execution of this Agreement, shareholder approval of this Agreement or consummation of the transactions contemplated hereby, except as Previously Disclosed to FNB, (i) entitle any employees of Integrity or any of itssubsidiaries to severance pay or any increase in severance pay upon any termination of employment after the date hereof, (ii) accelerate the time of payment or vesting or trigger any payment or funding, through a grantor trust or otherwise, ofcompensation or benefits under, increase the amount payable or trigger any other material obligation pursuant to, any plan or agreement, (iii) result in any breach or violation of, or a default under, any plan or agreement; (iv) result inany payment that would be a “parachute payment” to a “disqualified individual” as those terms are defined in Section 280G of the Code, without regard to whether such payment is reasonable compensation for 

 

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personal services performed or to be performed in the future, (v) result in any payment to any person (including,without limitation, any severance compensation or payment, unemployment compensation, “golden parachute” or “change in control” payment, or otherwise) becoming due under any plan or agreement to any director, officer, employee orconsultant, (vi) increase any benefits otherwise payable under any plan or agreement, or (vii) result in any acceleration of the time of payment or vesting of any such benefit. 

 

**2.24 Insurance**. Integrity has in effect a “financial institutions bond” and such other policies ofgeneral liability, casualty, directors and officers liability, employee fidelity, errors and omissions and other property and liability insurance as have been Previously Disclosed to FNB (the “Policies”). The Policies provide coverage insuch amounts and against such liabilities, casualties, losses or risks as is required by applicable law or regulation; and, in the judgment of management of Integrity, the insurance coverage provided under the Policies is reasonable and adequate inall respects for Integrity and its subsidiaries. Each of the Policies is in full force and effect and is valid and enforceable in accordance with its terms, and is underwritten by an insurer of recognized financial responsibility that is qualifiedto transact business in North Carolina; and Integrity and its subsidiaries have taken all requisite actions (including the giving of required notices) under each such Policy to preserve all rights thereunder with respect to all matters. NeitherIntegrity nor any subsidiary is in default under the provisions of, has received notice of cancellation or nonrenewal of or any premium increase on, or has any knowledge of any failure to pay any premium on or any inaccuracy in any application forany Policy. There are no pending claims under any Policy, and Integrity has no knowledge of any facts or of the occurrence of any event that is reasonably likely to result in any such claim. 

 

**2.25 Insurance of Deposits**. CVB and FGB are “insuredinstitutions” as defined in the Federal Deposit Insurance Act and applicable regulations thereunder. The deposits of each depositor in CVB or FGB are insured by the FDIC to the maximum amount provided by law, all deposit insurance premiums duefrom CVB or FGB to the FDIC have been paid in full in a timely fashion, and, to the best knowledge and belief of management of Integrity, no proceedings have been commenced or are contemplated by the FDIC or otherwise to terminate such insurance.

 

**2.26 Compensation; Stock Ownership**. Integrityhas Previously Disclosed (i) the name and current salary or wage rate for each present employee of Integrity or its subsidiaries, (ii) the name of and number of shares of Integrity Stock beneficially owned by each of the directors andofficers of Integrity and by any person or entity known to Integrity to own beneficially 5% or more of Integrity Stock, and (iii) the name, number and vesting schedule of outstanding options and restricted stock awards held by each person towhom a stock option or restricted stock award has been granted and currently is outstanding under any stock option or other plan of Integrity, including, without limitation, the Integrity Option Plan. 

 

**2.27 Affiliates**. Integrity will deliver to FNB within 15 daysof the date hereof a listing of those persons deemed by Integrity and its counsel as of the date of this Agreement to be “Affiliates” of Integrity as that term is defined in Rule 405 promulgated under the 1933 Act, including persons,trusts, estates or other entities related to persons deemed to be Affiliates of Integrity. 

 

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**2.28 State Takeover Laws.**Integrity has taken all necessary action to exempt thetransactions contemplated by this Agreement from any applicable “moratorium,” “control share,” “fair price,” “business combination,” or other anti-takeover laws and regulations of the State of North Carolina(collectively, “Takeover Laws”). 

 

**2.29Obstacles to Regulatory Approval or Tax Treatment**. To the best knowledge and belief of management of Integrity, there exists no fact or condition relating to Integrity or any subsidiary that may reasonably be expected to (i) prevent,impede or delay FNB or Integrity from obtaining the regulatory approvals required to consummate transactions described herein, or (ii) prevent the Merger from qualifying to be a tax-free reorganization under Section 368(a)(1)(A) of theCode; and, if any such fact or condition becomes known to Integrity, Integrity shall promptly (and in any event within three days after obtaining such knowledge) communicate such fact or condition to the President of FNB. 

 

**2.30 Disclosure**. To the best knowledge and belief of managementof Integrity, no written statement, certificate, schedule, list or other written information furnished by or on behalf of Integrity at any time to FNB in connection with this Agreement (including without limitation the statements contained herein),when considered as a whole, contains or will contain any untrue statement of a material fact or omits or will omit to state a material fact necessary in order to make the statements herein or therein, in light of the circumstances under which theywere made, not misleading. Each document delivered or to be delivered by Integrity to FNB is or will be a true and complete copy of such document, unmodified except by another document delivered by Integrity. 

 

**ARTICLE III. REPRESENTATIONS AND WARRANTIES OF FNB**

 

Except as otherwise specifically described herein or as “PreviouslyDisclosed” to Integrity, FNB hereby makes the following representations and warranties to Integrity. (“Previously Disclosed” shall mean, as to FNB, the disclosure of information in a letter delivered by FNB to Integrity specificallyreferring to this Agreement and arranged in sections corresponding to the sections, subsections and items of this Agreement applicable thereto, and which letter has been delivered prior to the execution of this Agreement. Information shall be deemedPreviously Disclosed for the purpose of a given section, subsection or item of this Agreement only to the extent a specific reference thereto is made in connection with disclosure of such information at the time of such delivery.) 

 

**3.1 Corporate Organization, Capacity and Authority**. 

 

**(a) Organization.** FNB is a corporation duly organized andvalidly existing under the laws of the State of North Carolina and is registered with the Federal Reserve Board as a bank holding company under the Bank Holding Company Act of 1956, as amended. 

 

**(b) Subsidiaries.**FNB has two wholly owned subsidiaries, FirstNational Bank and Trust Company, a national banking corporation (“First National”), and Dover Mortgage Company, a North Carolina corporation (“Dover”). First National has one wholly owned subsidiary, First National InvestorServices, Inc., a North Carolina corporation (“FNIS”). 

 

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First National, Dover and FNIS are sometimes referred to as the subsidiaries of FNB. Other than First National, Dover andFNIS, FNB has no subsidiaries, direct or indirect, and does not own, directly or indirectly, any stock or other equity interest in any other corporation, service corporation, joint venture, partnership or other entity, except for equity issuesreflected in First National’s investment portfolio and securities held in a fiduciary capacity. 

 

**(c) Organization of Subsidiaries.** First National is duly organized and validly existing under the laws of the United States. Each of Doverand FNIS is duly organized and validly existing under the laws of the State of North Carolina. Except as Previously Disclosed, all of the outstanding capital stock of each such subsidiary is owned of record and beneficially, free and clear of allsecurity interests and claims, by FNB or First National. All of the outstanding shares of capital stock of each of FNB’s subsidiaries are duly authorized, validly issued, fully paid and nonassessable. 

 

**(d) Power and Authority.** Each of FNB and its subsidiaries hasall requisite power and authority (corporate and other) to own, lease and operate its properties and conduct its business as now being conducted, is duly qualified to do business and is in good standing in each other jurisdiction in which thecharacter of the properties owned or leased by it therein or in which the transaction of its business makes such qualification necessary, except where failure so to qualify would not have a Material Adverse Effect (as defined herein) on FNB and itssubsidiaries, and is not transacting business, or operating any properties owned or leased by it, in violation of any provision of federal or state law or any rule or regulation promulgated thereunder, which violation would have a Material AdverseEffect on FNB and its subsidiaries. For purposes of this Article III, “Material Adverse Effect” shall mean: (a) with respect to references to FNB, any change in the business of FNB that is or could be materially adverse to thefinancial condition, results of operations, prospects, business, assets, investments, properties or operations of FNB, or (b) with respect to references to FNB and its subsidiaries, any change in the business of FNB or its subsidiaries that isor could be materially adverse to the financial condition, results of operations, prospects, business, assets, loan portfolio, investments, properties or operations of FNB and its subsidiaries considered as one enterprise. 

 

**(e) Constituent Documents.**FNB has previously delivered toIntegrity true, accurate and complete copies of the currently effective charter and bylaws or equivalent organizational documents of each of FNB and its subsidiaries, including all amendments and proposed amendments thereto. 

 

**3.2 Capital Stock**. The authorized capital stock of FNB consistsof 10,000,000 shares of FNB Stock, of which 5,622,060 shares are issued and outstanding as of September 16, 2005, and 200,000 shares of preferred stock, par value $10.00 per share, of which no shares are issued and outstanding. Each outstandingshare of FNB Stock has been duly authorized and validly issued, is fully paid and nonassessable, has been issued in compliance with applicable federal and state securities laws and has not been issued in violation of the preemptive rights of anyshareholder. Subject to required shareholder approval and the filing of Articles of Amendment with the Secretary of State of North Carolina to increase the amount of authorized FNB Stock, the shares of FNB Stock issued to Integrity’sshareholders pursuant to this Agreement, when issued as described herein, will be duly authorized, validly issued, fully paid and nonassessable, and will be issued in compliance with applicable federal and state securities laws. 

 

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**3.3 Convertible Securities, Options, Etc.** Except as Previously Disclosed, FNB does not haveany outstanding (i) securities or other obligations (including debentures or other debt instruments) which are convertible into shares of FNB Stock or any other securities of FNB, (ii) options, warrants, rights, calls or other commitmentsof any nature which entitle any person to receive or acquire any shares of FNB Stock or any other securities of FNB, or (iii) plan, agreement or other arrangement pursuant to which shares of FNB Stock or any other securities of FNB, or options,warrants, rights, calls or other commitments of any nature pertaining thereto, have been or may be issued. 

 

**3.4 Authorization and Validity of Agreement**. This Agreement has been duly and validly approved by FNB’s Board of Directors. Subject torequired shareholder approval and the filing of Articles of Amendment with the Secretary of State of North Carolina to increase the amount of authorized FNB Stock, (i) FNB has the corporate power and authority to execute and deliver thisAgreement and to perform its obligations and agreements and carry out the transactions described herein, (ii) all corporate proceedings and approvals required to be taken to authorize FNB to enter into this Agreement and to perform itsrespective obligations and agreements and to carry out the transactions described herein have been duly and properly taken, and (iii) this Agreement constitutes the valid and binding agreement of FNB enforceable in accordance with its terms(except to the extent enforceability may be limited by (A) applicable bankruptcy, insolvency, reorganization, moratorium or similar laws from time to time in effect which affect creditors’ rights generally, (B) legal and equitablelimitations on the availability of injunctive relief, specific performance and other equitable remedies, and (C) general principles of equity and applicable laws or court decisions limiting the enforceability of indemnification provisions).

 

**3.5 Validity of Transactions; Absence of RequiredConsents or Waivers**. Provided the required approvals of governmental or regulatory authorities and shareholders are obtained and the filing of Articles of Amendment with the Secretary of State of North Carolina to increase the amount ofauthorized FNB Stock is completed, neither the execution and delivery of this Agreement, nor the consummation of the transactions described herein, nor compliance by FNB with any of its obligations or agreements contained herein, will:(i) conflict with or result in a breach of the terms and conditions of, or constitute a default or violation under any provision of, the Articles of Incorporation or bylaws or the equivalent organizational documents of FNB or any subsidiary, orany material contract, agreement, lease, mortgage, note, bond, indenture, license, or obligation or understanding (oral or written) to which FNB or any subsidiary, is bound or by which it, its business, capital stock or any of its properties orassets may be affected; (ii) result in the creation or imposition of any lien, claim, interest, charge, restriction or encumbrance upon any of the properties or assets of FNB or any subsidiary; (iii) violate any applicable federal or statestatute, law, rule or regulation, or any order, writ, injunction or decree of any court, administrative or regulatory agency or governmental body; (iv) result in the acceleration of any obligation or indebtedness of FNB or any subsidiary; or(v) interfere with or otherwise adversely affect FNB’s ability to carry on its business as presently conducted. No consents, approvals or waivers are required to be obtained from any governmental or regulatory authority in connection withFNB’s execution and delivery of this 

 

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Agreement, or the performance of its obligations or agreements or the consummation of the transactions described herein,except for required approvals of governmental or regulatory authorities described in Section 7.1(d) below and approvals previously obtained. 

 

**3.6 Books and Records**. The books of account of FNB and its subsidiaries have been maintained in material compliance with all applicablelegal and accounting requirements and in accordance with good business practices, and such books of account are complete and reflect accurately in all material respects FNB’s and its subsidiaries’, respectively, items of income and expenseand all of its assets, liabilities and shareholders’ equity. The minute books of each of FNB and its subsidiaries accurately reflect in all material respects the corporate actions which its respective shareholders and board of directors, andall committees thereof, have taken during the time periods covered by such minute books. All such minute books have been or will be made available to Integrity and its representatives. 

 

**3.7 Regulatory Reports**. Since January 1, 2001, FNB and its subsidiaries have filed all reports,registrations and statements, together with any amendments that were required to be made with respect thereto, that were required to be filed with the Federal Reserve Board, the FDIC, the Office of the Comptroller of the Currency (“OCC”)and any other governmental or regulatory authorities having jurisdiction over FNB or its subsidiaries except to the extent that failure to file such reports, registrations and statements would not have a Material Adverse Effect on FNB and itssubsidiaries. All such reports and statements filed with the Federal Reserve Board, the FDIC, the OCC or other such regulatory authority are collectively referred to herein as the “FNB Reports.” As of their respective dates, the FNBReports complied in all material respects with all the statutes, rules and regulations enforced or promulgated by the regulatory authority with which they were filed and did not contain any untrue statement of a material fact or omit to state amaterial fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; and, FNB has not been notified that any such FNB Reports were deficient inany material respect as to form or content. Following the date of this Agreement, FNB shall deliver to Integrity upon its request a copy of any report, registration, statement or other regulatory filing made by FNB or its subsidiaries with theFederal Reserve Board, the FDIC, the OCC or any other such regulatory authority. 

 

**3.8 SEC Filings; Financial Statements**. 

 

**(a) SEC Filings**. FNB has filed and made available to Integrity all forms, reports, and documents required to be filed by FNB with the SEC since December 31, 2001 (collectively, the “FNB SECReports”). The FNB SEC Reports (i) at the time filed, complied in all material respects with the applicable requirements of the 1933 Act and the 1934 Act and (ii) did not at the time they were filed (or if amended or superseded by a filingprior to the date of this Agreement, then on the date of such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated in such FNB SEC Reports or necessary in order to make the statements in suchFNB SEC Reports, in light of the circumstances under which they were made, not misleading. 

 

**(b) Financial Statements**. FNB has filed with the SEC and made available to Integrity the following financial statements (collectively, the “FNB Financial Statements”): (i)

 

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its consolidated balance sheets as of December 31, 2004 and 2003 and its consolidated statements of operations,changes in shareholders’ equity and cash flows for the years ended December 31, 2004, 2003 and 2002, together with notes thereto; and (ii) its balance sheets as of June 30, 2005 and 2004, and the related statements of income forthe six-month periods then ended. Following the date of this Agreement, FNB promptly will deliver to Integrity all other annual or interim financial statements prepared by or for FNB. The FNB Financial Statements (including any related notes andschedules thereto) (i) are in accordance with FNB’s books and records, and (ii) were prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated and present fairly FNB’s consolidated financialcondition, assets and liabilities, results of operations, changes in shareholders’ equity and changes in cash flows as of the dates indicated and for the periods specified therein subject, in the case of unaudited interim financial statements,to normal year-end adjustments and any other adjustments described therein, which adjustments will not be material in amount or effect. FNB’s consolidated balance sheet as of December 31, 2004 and its consolidated statements of operations,changes in shareholders’ equity and cash flows for the year ended December 31, 2004 have been audited by Dixon Hughes PLLC, independent registered public accountants. Its consolidated balance sheet as of December 31, 2003 and itsconsolidated statements of operations, changes in shareholders’ equity and cash flows for the years ended December 31, 2003 and 2002 have been audited by KPMG LLP, independent registered public accountants. 

 

**3.9 Tax Returns and Other Tax Matters**. (i) Each of FNB andits subsidiaries has timely filed or caused to be filed, or obtained proper extensions of time for filing, all federal, state and local income tax returns and reports which are required by law to have been filed, and all such returns and reportswere true, correct and complete in all material respects and contained all material information required to be contained therein; (ii) all federal, state and local income, profits, franchise, sales, use, occupation, property, excise,withholding, employment and other taxes (including interest and penalties), charges and assessments which have become due from or been assessed or levied against FNB, its subsidiaries or their respective properties have been fully paid or, if notyet due, a reserve or accrual which is reasonably believed by the management of FNB to be adequate in all material respects for the payment of all such taxes to be paid and the obligation for such unpaid taxes is reflected on the FNB FinancialStatements; (iii) tax returns and reports of FNB and its subsidiaries have not been subject to audit by the IRS or the North Carolina Department of Revenue in the last seven years and neither FNB nor any of its subsidiaries has received anyindication of the pendency of any audit or examination in connection with any such tax return or report or has any knowledge that any such return or report is subject to adjustment; and (iv) neither FNB nor any of its subsidiaries has executedany waiver or extended the statute of limitations (or been asked to execute a waiver or extend a statute of limitations) with respect to any tax. 

 

**3.10 Absence of Material Adverse Changes**. Since December 31, 2004, there has been no material adverse change, and there has occurred noevent or development and there currently exists no condition or circumstance which, with the lapse of time or otherwise, may or could cause, create or result in a Material Adverse Effect on FNB and its subsidiaries. 

 

**3.11 Absence of Undisclosed Liabilities**. Neither FNB nor itssubsidiaries have any liabilities or obligations, whether known or unknown, matured or unmatured, accrued, absolute, contingent or otherwise, whether due or to become due (including without limitation tax 

 

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liabilities or unfunded liabilities under employee benefit plans or arrangements), other than (i) those reflected inthe FNB Financial Statements, or (ii) obligations or liabilities incurred in the ordinary course of its business since December 31, 2004 and which are not, individually or in the aggregate, material to FNB and its subsidiaries consideredas one enterprise. 

 

**3.12 Litigation and Compliance withLaw**. 

 

**(a)**There are no actions, suits,arbitrations, controversies or other proceedings or investigations (or, to the best knowledge and belief of management of FNB, any facts or circumstances which reasonably could result in such), including, without limitation, any such action by anygovernmental or regulatory authority, which currently exist or are ongoing, pending or, to the best knowledge and belief of management of FNB, threatened, contemplated or probable of assertion, against, relating to or otherwise affecting FNB, itssubsidiaries or any of their respective properties, assets or employees which, if determined adversely, could result in liability on the part of FNB or its subsidiaries for, or subject FNB or its subsidiary to, material monetary damages, fines orpenalties or an injunction, or which could have a Material Adverse Effect on FNB and its subsidiaries or on FNB’s ability to consummate the Merger. 

 

**(b)**Except for such licenses, permits, orders, authorizations or approvals (“Permits”) the absence of which would not have a MaterialAdverse Effect on FNB or its subsidiaries, each of FNB and its subsidiaries has all Permits of any federal, state, local or foreign governmental or regulatory body that are material to or necessary for the conduct of its respective business or toown, lease and operate its respective properties. Except as would not have a Material Adverse Effect on FNB and its subsidiaries, all such Permits are in full force and effect and no violations are or have been recorded in respect of any suchPermits. No proceeding is pending or, to the best knowledge and belief of management of FNB, threatened or probable of assertion to suspend, cancel, revoke or limit any Permit. 

 

**(c)**Neither FNB nor any of its subsidiaries is subject to any supervisory agreement, enforcement order, writ,injunction, capital directive, supervisory directive, memorandum of understanding or other similar agreement, order, directive, memorandum or consent of, with or issued by any regulatory or other governmental authority (including, withoutlimitation, the Federal Reserve Board, the FDIC or the OCC) relating to its financial condition, directors or officers, employees, operations, capital, regulatory compliance or otherwise; there are no judgments, orders, stipulations, injunctions,decrees or awards against FNB or its subsidiaries which in any manner limits, restricts, regulates, enjoins or prohibits any present or past business or practice of FNB or its subsidiaries; and neither FNB nor any of its subsidiaries has beenadvised or has any reason to believe that any regulatory or other governmental authority or any court is contemplating, threatening or requesting the issuance of any such agreement, order, injunction, directive, memorandum, judgment, stipulation,decree or award. 

 

**(d)**Neither FNB nor any of itssubsidiaries is in violation or default under, and each has complied with, all laws, statutes, ordinances, rules, regulations, orders, writs, injunctions or decrees of any court or federal, state, municipal or other governmental or regulatoryauthority having jurisdiction or authority over it or its business operations, properties or assets (including without limitation all provisions of North Carolina law relating to usury, the Consumer Credit Protection Act, and all other laws andregulations applicable to extensions of 

 

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credit) except for any such violation, default or noncompliance as does not or would not have a Material Adverse Effecton FNB and its subsidiaries, and, to the best knowledge and belief of management of FNB, there is no basis for any claim by any person or authority for compensation, reimbursement or damages or otherwise for any violation of any of the foregoing.

 

**3.13 Absence of Brokerage or Finders’Commissions**. All negotiations relative to this Agreement and the transactions described herein have been carried on by FNB or its representatives, including Legg Mason Wood Walker, Incorporated (“Legg Mason”), directly withIntegrity or its representatives. No person or firm other than Legg Mason has been retained by or has acted on behalf of, pursuant to any agreement, arrangement or understanding with, or under the authority of, FNB or its Board of Directors, as abroker, finder or agent or has performed similar functions or otherwise is or may be entitled to receive or claim a brokerage fee or other commission in connection with or as a result of the transactions described herein. 

 

**3.14 Obstacles to Regulatory Approval or Tax Treatment**. To thebest of the knowledge and belief of the management of FNB, no fact or condition relating to FNB exists that may reasonably be expected to (i) prevent, impede or delay FNB or Integrity from obtaining the regulatory approvals required in order toconsummate transactions described herein, or (ii) prevent the Merger from qualifying to be a tax-free reorganization under Section 368(a)(1)(A) of the Code; and, if any such fact or condition becomes known to the executive officers of FNB,FNB promptly (and in any event within three days after obtaining such knowledge) shall communicate such fact or condition to the President of Integrity. 

 

**3.15 Loans, Accounts, Notes and Other Receivables**. 

 

**(a)**All loans, accounts, notes and other receivables reflected as assets on the books and records of FNB and its subsidiaries (i) haveresulted from bona fide business transactions in the ordinary course of operations of FNB and its subsidiaries, (ii) were made in accordance with the standard loan policies and procedures of FNB and its subsidiaries, and (iii) except asPreviously Disclosed, are owned by FNB or a subsidiary free and clear of all liens, encumbrances, assignments, participation or repurchase agreements or other exceptions to title or to the ownership or collection rights of any other person orentity. 

 

**(b)**All of the records of FNB and itssubsidiaries regarding all outstanding loans, accounts, notes and other receivables, and all other real estate owned, are accurate in all material respects, and, with respect to such loans the loan documentation of which indicate are secured by anyLoan Collateral, such loans are in all material respects secured by valid, perfected and enforceable liens on all such Loan Collateral having the priority described in the records of such loan. 

 

**(c)**To the best knowledge and belief of management of FNB, each loanreflected as an asset on the books of FNB and its subsidiaries and each guaranty therefor, is the legal, valid and binding obligation of the obligor or guarantor thereon, and no defense, offset or counterclaim has been asserted with respect to anysuch loan or guaranty. 

 

**3.16 Securities Portfolio andInvestments**. Except as Previously Disclosed, all securities owned by FNB or any subsidiary (whether owned of record or beneficially) are held 

 

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free and clear of all mortgages, liens, pledges, encumbrances or any other restriction or rights of any other person orentity, whether contractual or statutory, which would materially impair the ability of FNB or any subsidiary to dispose freely of any such security or otherwise to realize the benefits of ownership thereof at any time. There are no voting trusts orother agreements or undertakings to which FNB or any subsidiary is a party with respect to the voting of any such securities. With respect to all “repurchase agreements” to which FNB or any subsidiary has “purchased” securitiesunder agreement to resell, FNB or any subsidiary has a valid, perfected first lien or security interest in the government securities or other collateral securing the repurchase agreement, and the value of the collateral securing each such repurchaseagreement equals or exceeds the amount of the debt owed that is secured by such collateral. Except for fluctuations in the market values of its investment securities, since December 31, 2004, there has been no significant deterioration ormaterial adverse change in the quality, or any material decrease in the value, of FNB’s securities portfolio as a whole. 

 

**3.17 Disclosure**. To the best of the knowledge and belief of FNB, no written statement, certificate, schedule, list or written informationfurnished by or on behalf of FNB at any time to Integrity in connection with this Agreement (including, without limitation, the statements contained herein), when considered as a whole, contains or will contain any untrue statement of a materialfact or omits or will omit to state a material fact necessary in order to make the statements herein or therein, in light of the circumstances under which they were made, not misleading. Each document delivered or to be delivered by FNB to Integrityis or will be a true and complete copy of such document, unmodified except by another document delivered by FNB. 

 

**ARTICLE IV. COVENANTS OF INTEGRITY**

 

**4.1 Affirmative Covenants of Integrity**. Integrity hereby covenants and agrees as follows with FNB: 

 

**(a) “Affiliates” of Integrity**. Integrity will use its best efforts to cause each Affiliate disclosed to FNB (in addition to eachadditional person who shall become an Affiliate of Integrity after the date of this Agreement or who shall be deemed by FNB or its counsel, in their sole discretion, to be an Affiliate of Integrity, and including persons, trusts, estates,corporations or other entities related to persons deemed to be Affiliates of Integrity) to execute and deliver to FNB prior to the Closing a written agreement (the “Affiliates’ Agreement”) relating to restrictions on shares of FNBStock to be received by such Affiliates pursuant to this Agreement, which Affiliates’ Agreement shall be in form and content reasonably satisfactory to FNB. Certificates for the shares of FNB Stock issued to Affiliates of Integrity shall bear arestrictive legend (substantially in the form as shall be set forth in the Affiliates’ Agreement) with respect to the restrictions applicable to such shares. 

 

**(b) Conduct of Business Prior to Effective Time**. Between the date of this Agreement and the Effective Time,except as otherwise agreed by FNB in writing, Integrity will, and will cause each of its subsidiaries to, carry on its business in and only in the regular and usual course in substantially the same manner as such business heretofore was conducted,and will, and where applicable will cause each of its subsidiaries to: 

 

**(i)**make all reasonable efforts to preserve intact its present business organization, keep available their present officers and employees, and preserve its relationships with customers, depositors, creditors,correspondents, suppliers, and others having business relationships with them; 

 

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**(ii)**maintain all of its properties and equipment used in its business incustomary repair, order and condition, ordinary wear and tear excepted; 

 

**(iii)**maintain its books of account and records in the usual, regular and ordinary manner in accordance with sound business practices applied on a consistent basis except to the extent otherwise reasonablyrequired by applicable laws or regulations or GAAP; 

 

**(iv)**comply in all material respects with all laws, rules and regulations applicable to it, its properties, assets or employees and to the conduct of its business; 

 

**(v)**by January 31, 2006, charge down all outstanding loans identified as being impaired by itsinternal or external auditors, loan review consultants, or regulatory authorities, in amounts not less than the impairments or loss amounts as so identified; 

 

**(vi)**achieve a Loan Loss Reserve of not less than 1.25% of loans held for investment, net of impaired loans and their relatedimpairment (notwithstanding any other provision of this Agreement, actions taken by Integrity to fulfill the requirements of this Section 4.1(b)(vi) shall not come within the definition of Material Adverse Effect); 

 

**(vii)**not change its existing loan underwritingguidelines, policies or procedures except as may be required by law; 

 

**(viii)**continue to maintain in force insurance such as is described in Section 2.24 above; not modify any bonds or policies of insurance in effect as of the date hereof unless the same, as modified,provides substantially equivalent coverage; and, not cancel, allow to be terminated or, to the extent available, fail to renew, any such bond or policy of insurance unless the same is replaced with a bond or policy providing substantially equivalentcoverage; and 

 

**(ix)**promptly provide toFNB such information about its financial condition, results of operations, prospects, businesses, assets, loan portfolio, investments, properties or operations as FNB reasonably shall request. 

 

**(c) Loans**. Integrity will request in writing and obtainFNB’s prior approval for each new extension of credit (including the issuance of unfunded commitments) or modification of existing credit that it or a subsidiary proposes to make within the following categories: (i) loan participations,(ii) loans for real estate acquisition and development purposes, (iii) construction loans exceeding $1,000,000 in principal amount, (iv) loans to borrowers domiciled, or loans secured by real estate located, outside of Alexander,Ashe, Burke, Caldwell, 

 

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Catawba, Iredell, Watauga, Wilkes and Gaston Counties, North Carolina (the “Integrity Market Counties”) or anycounties contiguous to the Integrity Market Counties, (v) lines of credit limited by asset-based eligibility formulae, (vi) loans to not-for-profit enterprises, (vii) loans to operators of recreational facilities, (viii) loanssecured by mobile home rental or resale properties (regardless of how dwelling title is documented), (ix) loans to Insiders, as defined in Regulation O of the Federal Reserve Board and (x) standby letters of credit exceeding $100,000 inamount; provided, however, that if FNB does not object to a written request for approval within two business days after receipt, the request shall be deemed approved. Neither Integrity nor any subsidiary will enter into any form of indirect lending.Additionally, Integrity will make available and provide to FNB the following information with respect to each of its, CVB’s and FGB’s loans and other extensions of credit (such assets herein referred to as “Loans”) as ofJune 30, 2005 and as of the end of each month thereafter (unless otherwise specified) until the Effective Time, such information for each month to be in form and substance as is usual and customary in the conduct of its business and to befurnished within 25 days of the end of each month ending after the date hereof, except as otherwise provided: 

 

**(i)**a list of Loans past due for 30 days or more as to principal or interest; 

 

**(ii)**a quarterly analysis of the Loan Loss Reserveand management’s assessment of the adequacy of the Loan Loss Reserve; 

 

**(iii)**a list of all classified or “watch list” Loans, along with the outstanding balance and amount specifically allocated to the Loan Loss Reserve for each such classified or “watch list”Loan; 

 

**(iv)**a list of Loans innonaccrual status; 

 

**(v)**a list of allLoans over $100,000 without principal reduction for a period of longer than one year; 

 

**(vi)**a list of all foreclosed real property or other real estate owned and all repossessed personal property; 

 

**(vii)**a list of reworked or restructured Loans over$100,000 and still outstanding, including original terms, restructured terms and status; 

 

**(viii)**a list of all Loans with interest capitalized; and 

 

**(ix)**a list of any actual or threatened litigation by or against Integrity or a subsidiary pertainingto any Loans or credits, together with the pleadings and other filed documents related thereto. 

 

Further, Integrity will review with representatives of FNB the circumstances and terms of problem or work-out Loans before establishing a work-out plan or otherwise taking any action with respect to any such Loans andshall provide notice to FNB of, and permit representatives of FNB at FNB’s discretion to attend, meetings of Integrity’s or a subsidiary’s loan committee. 

 

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**(d) Notice of Certain Changes or Events**. Following the execution of this Agreement and upto the Effective Time, Integrity promptly will notify FNB in writing of and provide to it such information as it shall request regarding (i) any material adverse change in its consolidated financial condition, consolidated results ofoperations, prospects, business, assets, loan portfolio, investments, properties or operations, or of the actual or prospective occurrence of any condition or event which, with the lapse of time or otherwise, may or could cause, create or result inany such material adverse change, or of (ii) the actual or prospective existence or occurrence of any condition or event which, with the lapse of time or otherwise, has caused or may or could cause any statement, representation or warranty ofIntegrity herein to be or become inaccurate, misleading or incomplete, or which has resulted or may or could cause, create or result in the breach or violation of any of Integrity’s covenants or agreements contained herein or in the failure ofany of the conditions described in Sections 7.1 or 7.3 below. 

 

**(e) Consents to Assignment of Contracts and Leases**. Integrity will use its best efforts to obtain all required consents to the assignment to FNB of Integrity’s or its subsidiaries’ rights and obligations under anycontracts or personal or real property leases, each of which consents shall be in such form as shall be specified by FNB. 

 

**(f) Qualified Plans**. Integrity shall take all appropriate action as shall be necessary to maintain the Integrity Financial CorporationEmployee Savings and Profit Sharing Plan and Trust (the “Integrity 401(k) Plan”) as a qualified plan for purposes of ERISA. Integrity acknowledges that FNB intends that the Integrity 40l(k) Plan will be merged into FNB’sSection 401(k) Savings Plan (the “FNB 401(k) Plan”) as soon as practicable after the Effective Time. Integrity shall take all such actions with respect to such plan as shall be necessary to accomplish such intent and, until theEffective Time, will not take any other extraordinary actions with respect to such plan without the written consent of FNB. 

 

**(g) Merger of CVB into FGB.** Integrity shall take all appropriate action as shall be necessary to have caused the merger of CVB with and intoFGB to have been consummated on or prior to the earlier of January 31, 2006 or the Closing Date. Prior to such merger, Integrity shall use its best efforts to cause each person who is a party to an employment, change of control or similaragreement with CVB or FGB that provides for payments to be made to such person following a “change of control,” whether or not such payments are contingent upon the occurrence of any additional events, to agree in writing that the mergerof CVB with and into FGB is not a “change of control” for purposes of such agreement. 

 

**(h) Memorandum of Understanding.** Integrity shall use its best efforts to cause the Memorandum of Understanding issued by the FDIC and theCommissioner to CVB dated July 28, 2005 (the “MOU”) to be resolved and released. 

 

**(i) Further Action; Instruments of Transfer**. Integrity shall (i) use its best efforts in good faith to take or cause to be taken allaction required of it hereunder as promptly as practicable so as to permit the expeditious consummation of the transactions described herein, (ii) perform all acts and execute and deliver to FNB all documents or instruments required herein oras otherwise shall be reasonably necessary or useful to or requested of Integrity in consummating such transactions and (iii) cooperate with FNB fully in carrying out, and will pursue diligently the expeditious completion of, such transactions.

 

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**4.2 Negative Covenants of Integrity**. Between the date hereof and the Effective Time,neither Integrity nor, if applicable, any of its subsidiaries, will do any of the following things or take any of the following actions without the prior written consent and authorization of the President of FNB: 

 

**(a) Amendments to Articles of Incorporation or Bylaws**. Amendits Articles of Incorporation or bylaws. 

 

**(b) Change inCapital Stock**. Make any change in its authorized capital stock, or create any other or additional authorized capital stock or other securities, or issue (except pursuant to the exercise of options heretofore granted and outstanding under theIntegrity Option Plan), sell, purchase, redeem, retire, reclassify, combine or split any shares of its capital stock or other securities (including securities convertible into capital stock), or enter into any agreement or understanding with respectto any such action. 

 

**(c) Options, Warrants andRights**. Grant or issue any options, warrants, calls, puts or other rights of any kind relating to the purchase, redemption or conversion of shares of its capital stock or any other securities (including securities convertible into capitalstock) or enter into any agreement or understanding with respect to any such action. 

 

**(d) Dividends**. Declare or pay any dividends on the outstanding shares of capital stock or make any other distributions on or in respect of any shares of its capital stock or otherwise to itsshareholders, other than its regularly scheduled semi-annual dividend in the amount of $0.08 per share of Integrity Stock. 

 

**(e) Employment, Benefit or Retirement Agreements or Plans**. Except as required by law, contemplated by this Agreement or PreviouslyDisclosed, (i) enter into, become bound by, renew or extend any oral or written contract, agreement or commitment for the employment or compensation of any director, officer, employee or consultant which is not immediately terminable byIntegrity or any subsidiary without cost or other liability on no more than 30 days’ notice; (ii) amend any existing, or adopt, enter into or become bound by any new or additional, profit-sharing, bonus, incentive, change in control or“golden parachute,” stock option, stock purchase, pension, retirement, insurance (hospitalization, life or other), paid leave (sick leave, vacation leave or other) or similar contract, agreement, commitment, understanding, plan orarrangement (whether formal or informal) with respect to or which provides for benefits for any of its current or former directors, officers, employees or consultants; (iii) grant or amend any existing options under the Integrity Option Plan;(iv) make contributions to the Integrity 401(k) Plan other than basic and matching contributions in accordance with the terms of the Integrity 401(k) Plan as Previously Disclosed; or (v) enter into or become bound by any contract with orcommitment to any labor or trade union or association or any collective bargaining group. With respect to any Integrity Benefit Plan that provides for vesting, there shall be no discretionary vesting without FNB’s prior written consent whetheror not such discretionary vesting is provided for under the Integrity Benefit Plan, and Integrity shall not take any action to accelerate the vesting or exercisability of stock options, restricted stock or other compensation or benefits payablethereunder. 

 

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**(f) Increase in Compensation**. With the exception of the anticipated increases in annualsalary and annual officer and employee bonuses Previously Disclosed to FNB, increase the compensation or benefits of, or pay any bonus or other special or additional compensation to, any of its directors, officers, employees or consultants.

 

**(g) Accounting Practices**. Make any changes inits accounting methods, practices or procedures or in depreciation or amortization policies, schedules or rates heretofore applied (except as required by GAAP or governmental regulations). 

 

**(h) Acquisitions; Additional Branch Offices**. Directly orindirectly (i)acquire or merge with, or acquire any branch or all or any significant part of the assets of, any other person or entity, (ii) open any new branch office, or (iii) enter into or become bound by any contract, agreement,commitment or letter of intent relating to, or otherwise take or agree to take any action in furtherance of, any such transaction or the opening of a new branch office. 

 

**(i) Changes in Business Practices**. Except as may be required by the FDIC, the Commissioner or any othergovernmental or other regulatory agency or as shall be required by applicable law, regulation or this Agreement, (i) conduct its business other than in the ordinary and usual course consistent with past practice or fail to use reasonable bestefforts to preserve intact its business organization and advantageous business relationships, (ii) fail to use commercially reasonable best efforts to keep available the present services of its employees and preserve for itself and FNB thegoodwill of the customers of Integrity and its subsidiaries and others with whom business relations exist, (iii) take any action that would adversely affect or materially delay the ability of either Integrity or FNB to obtain any necessaryapprovals of any regulatory agency required for the transactions contemplated hereby or to perform its covenants and agreements under this Agreement or to consummate the transactions contemplated hereby, (iv) discontinue any material portion orline of its business, or (v) change in any material respect its lending, investment, asset-liability management or other material banking or business policies (except to the extent required by Section 4.1(b) above and Section 6.9below). 

 

**(j) Investment Securities**.(i) Acquire, other than by way of foreclosure or acquisition 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 anydebt security or Equity Investment (as hereinafter defined) 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, (ii) restructure ormaterially change its investment securities portfolio or its gap position, or (iii) enter into any Derivatives Contract (as hereinafter defined); provided, however, that, if FNB does not object to a written request for approval within twobusiness days after receipt, the request shall be deemed approved. “Equity Investment” means (i) any stock (other than adjustable-rate preferred stock, money market (auction rate) preferred stock or other instrument determined by theOCC to have the character of debt securities), certificate of interest or participation in any profit-sharing agreement, collateral-trust certificate, preorganization certificate or subscription, transferable share, investment contract, orvoting-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 certificatefor or receipt for any of the foregoing, (ii) any ownership interest in any company or other entity, any membership interest that includes a voting right in any company or 

 

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other entity or any interest in real estate or (iii) any investment or transaction which in substance falls into anyof these categories even though it may be structured as some other form of investment or transaction. “Derivatives Contract” means any exchange traded or over-the-counter equity, interest rate, foreign exchange or other swap, forward,future, option, cap, floor or collar or any other contract that is a derivatives contract, including any combination of the foregoing. 

 

**(k) Acquisition or Disposition of Assets**. 

 

**(i)**Except in the ordinary course of business consistent with its past practices, sell or lease (as lessor), or enter into orbecome bound by any contract, agreement, option or commitment relating to the sale, lease (as lessor) or other disposition of any real estate; or sell or lease (as lessor), or enter into or become bound by any contract, agreement, option orcommitment relating to the sale, lease (as lessor) or other disposition of any equipment or any other fixed or capital asset (other than real estate) having a book value or a fair market value, whichever is greater, of more than $25,000 for anyindividual item or asset, or more than $50,000 in the aggregate for all such items or assets; 

 

**(ii)**Except in the ordinary course of business consistent with past practices, purchase or lease (as lessee), or enter into orbecome bound by any contract, agreement, option or commitment relating to the purchase, lease (as lessee) or other acquisition of any real property; or purchase or lease (as lessee), or enter into or become bound by any contract, agreement, optionor commitment relating to the purchase, lease (as lessee) or other acquisition of any equipment or any other fixed assets (other than real estate) having a purchase price, or involving aggregate lease payments, in excess of $25,000 for anyindividual item or asset, or more than $50,000 in the aggregate for all such items or assets; 

 

**(iii)**Enter into any purchase commitment for supplies or services which calls for prices of goods or fees for services materiallyhigher than current market prices or fees or which obligates Integrity or any subsidiary for a period longer than six months; 

 

**(iv)**Except in the ordinary course of its business consistent with its past practices, sell, purchase or repurchase, or enter intoor become bound by any contract, agreement, option or commitment to sell, purchase or repurchase, any loan or other receivable or any participation in any loan or other receivable; or 

 

**(v)**Sell or dispose of, or enter into or become bound by any contract, agreement, option orcommitment relating to the sale or other disposition of, any other asset (whether tangible or intangible, and including without limitation any trade name, trademark, copyright, service mark or intellectual property right or license) other thanassets that are obsolete or no longer used in Integrity’s business; or assign its right to or otherwise give any other person its permission or consent to use or do business under the corporate name of Integrity or any subsidiary or any namesimilar thereto; or release, transfer or waive any license or right granted to it by any other person to use any trademark, trade name, copyright, service mark or intellectual property right. 

 

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**(l) Debt; Liabilities**. Except in the ordinary course of its business consistent with itspast practices, (i) incur any indebtedness for borrowed money, other than deposits, federal funds purchased, cash management accounts, Federal Home Loan Bank borrowings that mature within one year and securities sold under agreements torepurchase 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 orentity, other than in the ordinary course of business consistent with past practice, (ii) prepay any indebtedness, or (iii) incur any other liability or obligation (absolute or contingent). 

 

**(m) Liens; Encumbrances**. Mortgage, pledge or subject any of itsassets to, or permit any of its assets to become or (with the exception of those liens and encumbrances Previously Disclosed to FNB with specificity) remain subject to, any lien or any other encumbrance (other than in the ordinary course of businessconsistent with its past practices in connection with borrowings from the Federal Home Loan Bank of Atlanta, securing of public funds deposits, repurchase agreements or other similar operating matters). 

 

**(n) Waiver of Rights**. Waive, release or compromise any materialrights in its favor (except in the ordinary course of business) except in good faith for fair value in money or money’s worth, nor waive, release or compromise any rights against or with respect to any of its officers, directors or shareholdersor members of families of officers, directors or shareholders. 

 

**(o) Other Contracts**. Except as Previously Disclosed, enter into or become bound by any contracts, agreements, commitments or understandings (other than those described elsewhere in this Section 4.2) (i) for or withrespect to any charitable contributions in excess of $15,000; (ii) with any governmental or regulatory agency or authority; (iii) pursuant to which Integrity or any subsidiary would assume, guarantee, endorse or otherwise become liable forthe debt, liability or obligation of any other person or entity; (iv) which is entered into other than in the ordinary course of its business; or (v) which, in the case of any one contract, agreement, commitment or understanding andwhether or not in the ordinary course of its business, would obligate or commit Integrity or any subsidiary to make expenditures of more than $25,000 (other than contracts, agreements, commitments or understandings entered into in the ordinarycourse of Integrity’s or any subsidiary’s lending operations). 

 

**(p) Deposit Liabilities**. Make any change in its current deposit policies, including pricing and acceptance, and shall not take any actions designed to materially decrease the aggregate level of depositsas of the date of this Agreement. 

 

**4.3 ShareholderApproval.**

 

**(a) Meeting of Shareholders**.Integrity shall cause a meeting of its shareholders to be duly called and held as soon as practicable for the purpose of voting on the approval and adoption of the Plan of Merger. In connection with the call and conduct of and all 

 

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other matters relating to its shareholders’ meeting (including the solicitation of proxies), Integrity shall fullycomply with all provisions of applicable federal and state law and regulations and with its Articles of Incorporation and bylaws. 

 

**(b) Recommendation of Board of Directors**. Subject to the right of Integrity and its Board of Directors to take any action permitted bySection 4.4(b) with respect to a Superior Proposal (as defined in Section 4.4(b)), Integrity, through its Board of Directors, shall recommend to the shareholders of Integrity that they vote their shares at the shareholders’ meetingcontemplated by Section 4.3(a) above to approve the Plan of Merger (the “Approval Recommendation”) and the Joint Proxy Statement/Prospectus (as defined in Section 6.1(b)) will so indicate and state that Integrity’s Board ofDirectors considers the Merger to be advisable and in the best interests of Integrity and its shareholders. 

 

**4.4 Certain Actions.**

 

**(a)**From the date of this Agreement through the Effective Time, except as otherwise permitted by this Section 4.4, Integrity shall not, andshall not authorize or permit any of its directors, officers, agents, employees, investment bankers, attorneys, accountants, advisors, agents, affiliates or representatives (collectively, “Representatives”) to, directly or indirectly,(i) initiate, solicit, encourage or take any action to facilitate, including by way of furnishing information, any Acquisition Proposal (as defined below) or any inquiries with respect to the making of any Acquisition Proposal, (ii) enterinto, continue or otherwise participate in any discussions or negotiations with, furnish any information relating to Integrity or any of its subsidiaries or afford access to the business, properties, assets, books or records of Integrity or any ofits subsidiaries to, otherwise cooperate in any way with, or knowingly assist, participate in, facilitate or encourage any effort by any third party that is seeking to make, or has made, an Acquisition Proposal or (iii) except in accordancewith Section 8.2(b)(vi), approve, endorse or recommend or enter into any letter of intent or similar document or any contract, agreement or commitment contemplating or otherwise relating to an Acquisition Proposal. 

 

The term “Acquisition Proposal” means any inquiry, proposal oroffer, filing of any regulatory application or notice, whether in draft or final form, or disclosure of an intention to do any of the foregoing from any person relating to any (w) direct or indirect acquisition or purchase of a business thatconstitutes a substantial portion of the net revenues, net income or net assets of Integrity or any of its subsidiaries, (x) the direct or indirect acquisition or purchase of any class of equity securities representing 10% or more of the votingpower of Integrity’s common stock, (y) tender offer or exchange offer that if consummated would result in any person beneficially owning 10% or more of any class of equity securities of Integrity, or (z) merger, consolidation,business combination, recapitalization, liquidation, dissolution or similar transaction involving Integrity other than the transactions contemplated by this Agreement. 

 

**(b)**Notwithstanding anything herein to the contrary, Integrity and its Board of Directors shall be permitted(i) to comply with Rule 14d-9 and Rule 14e-2 promulgated under the 1934 Act with regard to an Acquisition Proposal, provided that the Board of Directors of Integrity shall not withdraw or modify in a manner adverse to FNB its ApprovalRecommendation except as set forth in clause (iii) below; (ii) to engage in any discussions or negotiations with, or provide any information to, any person in response to a Superior Proposal 

 

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(as defined below) by any such person, if and only to the extent that (x) Integrity’s Board of Directorsconcludes in good faith, after consultation with outside counsel, that failure to do so would breach its fiduciary duties to Integrity’s shareholders under applicable law, (y) prior to providing any information or data to any person inconnection with a Superior Proposal by any such person, Integrity’s Board of Directors receives from such person an executed confidentiality agreement, a copy of which executed confidentiality agreement shall have been provided to FNB forinformational purposes, and (z) at least 72 hours prior to providing any information or data to any person or entering into discussions or negotiations with any person, Integrity promptly notifies FNB in writing of the name of such person andthe material terms and conditions of any such Superior Proposal, and (iii) to withdraw, modify, qualify in a manner adverse to FNB, condition or refuse to make its Approval Recommendation (the “Change in Recommendation”) ifIntegrity’s Board of Directors concludes in good faith, after consultation with outside counsel and financial advisors, that failure to do so would breach its fiduciary duties to Integrity’s shareholders under applicable law. 

 

The term “Superior Proposal” means any bona fide, unsolicitedwritten Acquisition Proposal made by a third party to acquire more than 50% of the combined voting power of the shares of Integrity Stock then outstanding or all or substantially all of Integrity’s consolidated assets for considerationconsisting of cash or securities or both that is on terms that the Board of Directors of Integrity in good faith concludes, after consultation with its financial advisors and outside counsel, taking into account, among other things, all legal,financial, regulatory and other aspects of the proposal and the person making the proposal, including any break-up fees, expense reimbursement provisions and conditions to consummation, (A) is on terms that the Board of Directors of Integrityin its good faith judgment believes to be more favorable from a financial point of view to its shareholders than the Merger; (B) for which financing, to the extent required, is then fully committed or reasonably determined to be available bythe Board of Directors of Integrity, and (C) is reasonably capable of being completed. 

 

**(c)**Integrity will promptly, and in any event within 24 hours, notify FNB in writing of the receipt of any Acquisition Proposal or any information related thereto, which notification shall describe theAcquisition Proposal and identify the third party making such proposal. 

 

**(d)**Integrity shall, and shall cause its Representatives to, immediately cease and cause to be terminated any activities, discussions or negotiations existing as of the date of this Agreement with any parties conducted heretoforewith respect to any Acquisition Proposal. 

 

**(e)**If aPayment Event (as hereinafter defined) occurs, Integrity shall pay to FNB by wire transfer of immediately available funds, within two business days following such Payment Event, a fee of $4,000,000 (the “Break-up Fee”). The term“Payment Event” means any of the following: 

 

**(i)**the termination of this Agreement by FNB pursuant to Section 8.2(a)(vi); 

 

**(ii)**the termination of this Agreement by Integrity pursuant to Section 8.2(b)(vi); 

 

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**(iii)**a tender offer or exchange offer for 25% or more of the outstanding commonstock of Integrity is commenced and Integrity shall not have sent to its shareholders, within 10 business days after the commencement of such tender offer or exchange offer, a statement that the Board of Directors of Integrity recommends rejectionof such tender offer or exchange offer; or 

 

**(iv)**the occurrence of any of the following events within eighteen months of the termination of this Agreement pursuant to Section 8.2(a)(iv) or 8.2(b)(iv), provided that an Acquisition Proposal shall have been made by a ThirdParty after the date hereof and prior to such termination that shall not have been withdrawn in good faith prior to such termination: (A) Integrity enters into an agreement to merge with or into, or be acquired, directly or indirectly, bymerger or otherwise by, such Third Party; (B) such Third Party, directly or indirectly, acquires substantially all of the total assets of Integrity and its subsidiaries, taken as a whole; (C) such Third Party, directly or indirectly,acquires more than 50% of the outstanding Integrity Stock or (D) Integrity adopts or implements a plan of liquidation, recapitalization or share repurchase relating to more than 50% of the outstanding Integrity Stock or an extraordinarydividend relating to substantially all of the outstanding Integrity Stock or substantially all of the assets of Integrity and its subsidiaries, taken as a whole. As used herein, “Third Party” means any person as defined inSection 13(d) of the 1934 Act other than FNB or its affiliates. 

 

Integrityacknowledges that the agreements contained in this Section 4.4 are an integral part of the transactions contemplated in this Agreement and that without these agreements FNB would not enter into this Agreement. Accordingly, in the eventIntegrity fails to pay to FNB the Break-up Fee, promptly when due, Integrity shall, in addition thereto, pay to FNB all costs and expenses, including attorneys’ fees and disbursements, incurred in collecting such Break-up Fee together withinterest on the amount of the Break-up Fee or any unpaid portion thereof, from the date such payment was due until the date such payment is received by FNB, accrued at the fluctuating prime rate as quoted in *The Wall Street Journal* as ineffect from time to time during the period. 

 

**ARTICLE V.COVENANTS OF FNB**

 

FNB hereby covenants and agrees asfollows with Integrity: 

 

**5.1 NASDAQNotification**. Prior to the Effective Time, FNB shall file with the National Association of Securities Dealers such notifications and other materials (and shall pay such fees) as shall be required for the listing on NASDAQ of the shares ofFNB Stock to be issued to Integrity’s shareholders pursuant to the Merger. 

 

**5.2 Employment**. After the Effective Time, FNB may, but shall be under no obligation to, retain the employees of Integrity and its subsidiaries other than those employees who are employed by Integrity orany subsidiary pursuant to a written employment agreement that is Previously Disclosed to FNB. Any such person retained shall be an employee of FNB on an “at-will” basis, and nothing in this Agreement shall be deemed to constitute anemployment 

 

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agreement with any such person or to obligate FNB to employ any such person for any specific period of time or in anyspecific position or location or to restrict FNB’s right to change the rate of compensation or terminate the employment of any such person at any time and for any reason. 

 

**5.3 Employee Benefits**. 

 

**(a) Generally**. Except as otherwise provided herein and to the extent permitted by contribution and deductionlimitations of ERISA and the Code with respect to FNB’s qualified plans, any employee of Integrity or its subsidiaries who continues employment with FNB, Integrity or its subsidiaries at the Effective Time (a “New Employee”) shallbecome entitled to receive all employee benefits and to participate in all benefit plans provided by FNB or First National on the same basis and subject to the same eligibility and vesting requirements, and to the same conditions, restrictions andlimitations, as generally are in effect and applicable to other newly hired employees of FNB or First National. However, each New Employee shall be given credit for his or her full years of service with Integrity or its subsidiaries for purposes of(i) entitlement to vacation and sick leave and for participation in all FNB or First National welfare, insurance and other fringe benefit plans, and (ii) eligibility for participation and vesting in the FNB 401(k) Plan and in FNB’sdefined benefit pension plan (the “FNB Pension Plan”). Notwithstanding any provision herein to the contrary, FNB will not be required to take any action that could adversely affect the continuing qualification of the FNB 40l(k) Plan or theFNB Pension Plan. FNB will grant to each New Employee a pro rata amount of sick leave and vacation leave, in accordance with FNB standard leave policies, for the period between the Effective Time and the end of the calendar year during which theEffective Time occurs. Each New Employee will be permitted to carry over accrued and unused sick leave and vacation leave earned at Integrity or a subsidiary but shall thereafter be subject to FNB’s leave policies. 

 

**(b) Health Insurance**. Upon the merger of Integrity’s banksubsidiaries with and into First National, each New Employee shall be entitled to participate in First National’s group health insurance plan at a cost equal to the cost for any First National employee and such participation shall be withoutregard to pre-existing condition requirements under First National’s group health insurance plan, to the extent any such condition at the Effective Time would have been covered under the health insurance plans of Integrity. 

 

**5.4 Integrity Directors**. 

 

**(a) Representation on FNB Board**. FNB shall appoint fourpersons nominated by Integrity and then serving as independent directors on the Integrity, CVB or FGB Board of Directors and approved by FNB at the Effective Time to serve as directors of FNB until the next annual meeting of shareholders at whichdirectors of FNB are elected and shall take such actions as shall be required to increase the number of members of its Board of Directors as may be necessary to permit such nominees to serve as directors. FNB’s Board shall nominate such personsfor election at annual meetings of FNB shareholders such that those four nominees of Integrity, if elected by FNB’s shareholders, would be able to serve as directors of FNB for terms of no less than one year after the Effective Time.

 

**(b) Advisory Board**. Each of the members of theIntegrity, CVB and FGB Boards of Directors (other than those appointed as members of the FNB Board of Directors 

 

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pursuant to Section 5.4(a) above) at the Effective Time shall be appointed to serve as a member of FNB’s localadvisory board in the Integrity Market Counties, after the Effective Time notwithstanding any mandatory retirement policy of FNB for its directors generally. Each person so appointed shall diligently discharge his or her duties as an advisory boardmember and promote in good faith FNB’s best interests. Each such person’s service as an advisory director will be at FNB’s pleasure and will be subject to FNB’s normal policies and procedures regarding the appointment and serviceof directors to the boards of its subsidiaries. 

 

**5.5Indemnification of Directors and Officers**. 

 

**(a)**After the Effective Time, without releasing any insurance carrier and after exhaustion of all applicable director and liability insurance coverage for Integrity and its directors and officers, FNB shall indemnify, hold harmless and defend thedirectors and officers of Integrity in office on the date hereof or the Effective Time, to the same extent as it indemnifies its own directors and officers, from and against any and all claims, disputes, demands, causes of action, suits,proceedings, losses, damages, liabilities, obligations, costs and expenses of every kind and nature including, without limitation, reasonable attorneys’ fees and legal costs and expenses therewith whether known or unknown and whether nowexisting or hereafter arising which may be threatened against, incurred, undertaken, received or paid by such persons in connection with or which arise out of or result from or are based upon any action or failure to act by such person in theordinary scope of his duties as a director or officer of Integrity (including service as a director or officer of any Integrity subsidiary or fiduciary of any of the Integrity Plans (as defined in Section 2.23(a)) through the Effective Time;provided, however, that FNB shall not be obligated to indemnify such person for (i) any act not available for statutory or permissible indemnification under North Carolina law, (ii) any penalty, decree, order, finding or other actionimposed or taken by any regulatory authority, (iii) any violation or alleged violation of federal or state securities laws to the extent that indemnification is prohibited by law, or (iv) any claim of sexual or other unlawful harassment,or any form of employment discrimination prohibited by federal or state law; further, provided, however, that (A) FNB shall have the right to assume the defense thereof and upon such assumption FNB shall not be liable to any director or officerof Integrity for any legal expenses of other counsel or any other expenses subsequently incurred by such director or officer in connection with the defense thereof, except that if FNB elects not to assume such defense or counsel for such director orofficer reasonably advises such director or officer that there are issues which raise conflicts of interest between FNB and such director or officer, such director or officer may retain counsel reasonably satisfactory to him, and FNB shall pay thereasonable fees and expenses of such counsel, (B) FNB shall not be liable for any settlement effected without its prior written consent, and (C) FNB shall have no obligation hereunder to any director or officer of Integrity when and if acourt of competent jurisdiction shall determine that indemnification of such director or officer in the manner contemplated hereby is prohibited by applicable law. The indemnification provided herein shall be in addition to any indemnificationrights an indemnitee may have by law, pursuant to the charter or bylaws of Integrity or any of its subsidiaries or pursuant to any Plan for which the indemnity serves as a fiduciary. 

 

**(b)**From and after the Effective Time, FNB will directly or indirectly cause the persons who served as directors orofficers of Integrity at the Effective Time to be covered by Integrity’s existing directors’ and officers’ liability insurance policy (provided that FNB may 

 

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substitute therefor policies of at least the same coverage in amounts contained and terms and conditions which are notless advantageous than such policy). Such insurance coverage shall commence at the Effective Time and will be provided for a period of no less than three years after the Effective Time. 

 

**(c)**The indemnification provided by this Section 5.5 is the sole indemnification provided by FNB to thedirectors and officers of Integrity for service in such positions up to and through the Effective Time. This Section 5.5 is intended to create personal rights in the directors and officers of Integrity, who shall be deemed to be third-partybeneficiaries hereof. Notwithstanding any other provision of this Agreement, at the Effective Time, the indemnification rights provided herein shall not be extinguished but shall instead survive for a period of three years after the Effective Time.

 

**5.6 Notice of Certain Changes or Events**.Following the execution of this Agreement and up to the Effective Time, FNB promptly will notify Integrity in writing of and provide to it such information as it shall request regarding (i) any material adverse change in its consolidatedfinancial condition, consolidated results of operations, prospects, business, assets, loan portfolio, investments, properties or operations, or of the actual or prospective occurrence of any condition or event which, with the lapse of time orotherwise, may or could cause, create or result in any such material adverse change, or (ii) the actual or prospective existence or occurrence of any condition or event which, with the lapse of time or otherwise, has caused or may or couldcause any statement, representation or warranty of FNB herein to be or become inaccurate, misleading or incomplete, or which has resulted or may or could cause, create or result in the breach or violation of any of FNB’s covenants or agreementscontained herein or in the failure of any of the conditions described in Sections 7.1 or 7.2 below. 

 

**5.7 Further Action; Instruments of Transfer**. FNB shall (i) use its best efforts in good faith to take or cause to be taken all actionrequired of it hereunder as promptly as practicable so as to permit the expeditious consummation of the transactions described herein, (ii) perform all acts and execute and deliver to Integrity all documents or instruments required herein or asotherwise shall be reasonably necessary or useful to or requested of FNB in consummating such transactions and (iii) cooperate with Integrity fully in carrying out, and will pursue diligently the expeditious completion of, such transactions.

 

**5.8 Shareholder Approval.**

 

**(a) Meeting of Shareholders**. FNB shall cause a meeting of itsshareholders to be duly called and held as soon as practicable for the purpose of voting on the approval and adoption of the Plan of Merger, the approval of an amendment to the Articles of Incorporation of FNB to increase the number of authorizedshares, and the approval of the issuance of shares of FNB Stock in the Merger. In connection with the call and conduct of and all other matters relating to its shareholders’ meeting (including the solicitation of proxies), FNB shall fullycomply with all provisions of applicable federal and state law and regulations and with its Articles of Incorporation and bylaws. 

 

**(b) Recommendation of Board of Directors**. Subject to its fiduciary obligations, the Board of Directors of FNB, shall recommend to theshareholders of FNB that 

 

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they vote their shares at the shareholders’ meeting contemplated by Section 5.8(a) above to approve theissuance of shares of FNB Stock in the Merger, the amendment of the Articles of Incorporation and the Plan of Merger and the Joint Proxy Statement/Prospectus (as defined in Section 6.1(b)) will so indicate and state that FNB’s Board ofDirectors considers the Merger to be advisable and in the best interests of FNB and its shareholders. 

 

**ARTICLE VI. MUTUAL AGREEMENTS**

 

**6.1 Registration Statement; Joint Proxy Statement/Prospectus**. 

 

**(a) Registration Statement and “Blue Sky” Approvals**. As soon as practicable following the execution of this Agreement and afterthe furnishing by Integrity of all information required to be contained therein, FNB shall prepare and file with the SEC under the 1933 Act a registration statement on Form S-4 (or on such other form as FNB shall determine to be appropriate) (the“Registration Statement”) covering the FNB Stock to be issued to shareholders of Integrity pursuant to this Agreement. Additionally, FNB shall take all such other actions, if any, as shall be required by applicable state securities or“blue sky” laws (i) to cause the FNB Stock to be issued upon consummation of the Merger, and at the time of the issuance thereof, to be duly qualified or registered (unless exempt) under such laws, (ii) to cause all conditions toany exemptions from qualification or registration under such laws to have been satisfied, and (iii) to obtain any and all required approvals or consents to the issuance of such stock. FNB shall deliver to Integrity and its counsel a preliminarydraft of the Registration Statement and the Joint Proxy Statement/Prospectus as soon as practicable after the date of this Agreement. 

 

**(b) Preparation and Distribution of Joint Proxy Statement/Prospectus**. FNB and Integrity jointly shall prepare a “Joint ProxyStatement/Prospectus” for distribution to their shareholders as the proxy statement relating to solicitation of proxies for use at the shareholders’ meetings contemplated in Sections 4.3(a) and 5.8(a) above and as FNB’s prospectusrelating to the offer and distribution of FNB Stock as described herein. The Joint Proxy Statement/Prospectus shall be in such form and shall contain or be accompanied by such information regarding the shareholders’ meeting, this Agreement, theparties hereto, the Merger and other transactions described herein as is required by applicable law and regulations and otherwise as shall be agreed upon by FNB and Integrity. FNB shall include the Joint Proxy Statement/Prospectus as the prospectusin its “Registration Statement” described above; and FNB and Integrity shall cooperate with each other in good faith and shall use their best efforts to cause the Joint Proxy Statement/Prospectus to comply with any comments of the SEC.Each of FNB and Integrity shall mail the Joint Proxy Statement/Prospectus to its shareholders prior to the scheduled date of its shareholders’ meeting; provided, however, that no such materials shall be mailed to Integrity’s shareholdersunless and until FNB shall have determined to its own satisfaction that the conditions specified in Sections 7.1(b) and (c) below have been satisfied and shall have approved such mailing. 

 

**(c) Information for Joint Proxy Statement/Prospectus and RegistrationStatement**. Each of FNB and Integrity shall promptly respond, and use its best efforts to cause its directors, officers, accountants and affiliates to promptly respond, to requests by the other party and its counsel for information forinclusion in the various applications for regulatory 

 

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approvals and in the Joint Proxy Statement/Prospectus. Each of FNB and Integrity hereby covenants with the other thatnone of the information provided by it for inclusion in the Joint Proxy Statement/Prospectus will, at the time of its mailing, contain any untrue statement of a material fact or omit any material fact required to be stated therein or necessary inorder to make the statements contained therein, in light of the circumstances under which they were made, not misleading; and, at all times following such mailing up to and including the Effective Time, none of such information contained in theJoint Proxy Statement/Prospectus, as it may be amended or supplemented, will contain any untrue statement of a material fact or omit any material fact required to be stated therein or necessary in order to make the statements contained therein, inlight of the circumstances under which they were made, not misleading. 

 

**6.2 Regulatory Approvals**. Within 75 days after the date of this Agreement, each of FNB and Integrity shall prepare and file, or cause to be prepared and filed, all applications for regulatory approvals and actions as may berequired of it, by applicable law and regulations with respect to the transactions described herein (including applications to the Federal Reserve Board, the Commissioner and to any other applicable federal or state banking, securities or otherregulatory authority). Each party shall use its best efforts in good faith to obtain all necessary regulatory approvals required for consummation of the transactions described herein. Each party shall cooperate with the other party in thepreparation of all applications to regulatory authorities and, upon request, promptly shall furnish all documents, information, financial statements or other material that may be required by any other party to complete any such application; and,before the filing thereof, each party to this Agreement shall have the right to review and comment on the form and content of any such application to be filed by any other party. Should the appearance of any of the officers, directors, employees orcounsel of any of the parties hereto be requested by any other party or by any governmental agency at any hearing in connection with any such application, such party shall promptly use its best efforts to arrange for such appearance. 

 

**6.3 Access**. Following the date of this Agreement and to andincluding the Effective Time, Integrity and FNB shall each provide the other party and such other party’s employees, accountants, counsel or other representatives, access to all its books, records, files and other information (whethermaintained electronically or otherwise), to all its properties and facilities, and to all its employees, accountants, counsel and consultants as Integrity and FNB, as the case may be, shall, in its sole discretion, consider to be necessary orappropriate; provided, however, that any investigation or reviews conducted by FNB or Integrity shall be performed in such a manner as will not interfere unreasonably with the other party’s normal operations or with relationships with itscustomers or employees, and shall be conducted in accordance with procedures established by the parties having due regard for the foregoing. 

 

**6.4 Costs**. Subject to the provisions of Section 8.3(c) below, and whether or not this Agreement shall be terminated or the Merger shallbe consummated, each of FNB and Integrity shall pay its own legal, accounting and financial advisory fees and all its other costs and expenses incurred or to be incurred in connection with the execution and performance of its obligations under thisAgreement or otherwise in connection with this Agreement and the transactions described herein (including, without limitation, all accounting fees, legal fees, filing fees, printing costs, mailing costs, travel expenses, and investment bankingfees). However, subject to the provisions of Section 8.3(c) below, all costs incurred in connection with the printing and mailing of the Joint Proxy Statement/Prospectus shall be deemed to be incurred and shall be paid fifty percent(50%) by Integrity and fifty percent (50%) by FNB. 

 

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**6.5 Announcements**. No person other than the parties to this Agreement is authorized to makeany public announcements or statements about this Agreement or any of the transactions described herein, and, without the prior review and consent of the others (which consent shall not unreasonably be denied or delayed), no party hereto may makeany public announcement, statement or disclosure as to the terms and conditions of this Agreement or the transactions described herein, except for such disclosures as may be required incidental to obtaining the prior approval of any regulatoryagency or official to the consummation of the transactions described herein. However, notwithstanding anything contained herein to the contrary, prior review and consent shall not be required if in the good faith opinion of counsel to FNB orIntegrity any such disclosure by FNB or Integrity, as the case may be, is required by law or otherwise is prudent. 

 

**6.6 Confidentiality**. FNB and Integrity each shall treat as confidential and not disclose to any unauthorized person any documents or otherinformation obtained from or learned about the other during the course of the negotiation of this Agreement and the carrying out of the events and transactions described herein (including any information obtained during the course of any duediligence investigation or review provided for herein or otherwise) and which documents or other information relates in any way to the business, operations, personnel, customers or financial condition of such other party; and that it will not useany such documents or other information for any purpose except for the purposes for which such documents and information were provided to it and in furtherance of the transactions described herein. However, the above obligations of confidentialityshall not prohibit the disclosure of any such document or information by any party to this Agreement to the extent (i) such document or information is then available generally to the public or is already known to the person or entity to whomdisclosure is proposed to be made (other than through the previous actions of such party in violation of this Section 6.6), (ii) such document or information was available to the disclosing party on a nonconfidential basis prior to thesame being obtained pursuant to this Agreement, (iii) disclosure is required by subpoena or order of a court or regulatory authority of competent jurisdiction, or by the SEC or other regulatory authorities in connection with the transactionsdescribed herein, or (iv) to the extent that, in the reasonable opinion of legal counsel to such party, disclosure otherwise is required by law. In the event this Agreement is terminated for any reason, then each of the parties heretoimmediately shall return to the other party all copies of any and all documents or other written materials or information (including computer generated and stored data) of or relating to such other party which were obtained from them during thecourse of the negotiation of this Agreement and the carrying out of the events and transactions described herein (whether during the course of any due diligence investigation or review provided for herein or otherwise) and which documents or otherinformation relates in any way to the business, operations, personnel, customers or financial condition of such other party. The parties’ obligations of confidentiality under this Section 6.6 shall survive and remain in effect followingany termination of this Agreement. 

 

**6.7 EnvironmentalStudies**. At its option, FNB may cause to be conducted Phase I environmental assessments of the Real Property, the real estate subject to any Real Property Lease, or the Loan Collateral, or any portion thereof, together with such otherstudies, testing and 

 

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intrusive sampling and analyses as FNB shall deem necessary or desirable (collectively, the “EnvironmentalSurvey”); provided, however, that the Environmental Survey, as much as possible, shall be performed in such a manner as will not interfere unreasonably with Integrity’s normal operations, and provided further, however, that Integrity shalluse its best efforts to obtain any required consents of third parties to permit any Environmental Survey of any Loan Collateral. FNB shall attempt in good faith to complete all such Phase I environmental assessments within 60 days following the dateof this Agreement and thereafter to conduct and complete any such additional studies, testing, sampling and analyses as promptly as practicable. Subject to the provisions of Section 8.3(c) below, the costs of the Environmental Survey shall bepaid by FNB. If (i) the final results of any Environmental Survey (or any related analytical data) reflect that there likely has been any discharge, disposal, release or emission by any person of any Hazardous Substance on, from or relating toany of the Real Property, real estate subject to a Real Property Lease or Loan Collateral at any time prior to the Effective Time, or that any action has been taken or not taken, or a condition or event likely has occurred or exists, with respect toany of the Real Property, real estate subject to a Real Property Lease or Loan Collateral which constitutes or would constitute a violation of any Environmental Laws, and if, (ii) based on the advice of its legal counsel or other consultants,FNB believes that Integrity or, following the Merger, FNB, could become responsible for the remediation of such discharge, disposal, release or emission or for other corrective action with respect to any such violation, or that Integrity or,following the Merger, FNB, could become liable for monetary damages (including without limitation any civil or criminal penalties or assessments) resulting therefrom (or that, in the case of any of the Loan Collateral, Integrity or, following theMerger, FNB, could incur any such liability if it acquired title to such Loan Collateral), and if, (iii) based on the advice of their legal counsel or other consultants, FNB reasonably believes the amount of expenses or liability which eitherof them could incur or for which either of them could become responsible or liable on account of any and all such remediation, corrective action or monetary damages at any time or over any period of time could equal or exceed an aggregate of$250,000 over any period of time, then FNB shall give Integrity prompt written notice thereof (together with all information in its possession relating thereto) and, at FNB’s sole option and discretion, at any time thereafter and up to theEffective Time, it may terminate this Agreement without further obligation or liability to Integrity or its shareholders. 

 

**6.8 Tax-Free Reorganization**. FNB and Integrity shall each use its best efforts to cause the Merger to qualify as a tax-free“reorganization” within the meaning of Section 368(a)(1)(A) of the Code and shall not intentionally take any action that would cause the Merger to fail to so qualify. 

 

**6.9 Certain Modifications**. FNB and Integrity shall consult with each other with respect to their loan,litigation and real estate valuation policies and practices (including loan classifications and levels of reserves) and Integrity shall make such modifications or changes to its policies and practices, if any, prior to the Effective Time, as may bemutually agreed upon. FNB and Integrity also shall consult with each other with respect to the character, amount and timing of restructuring and Merger-related expense charges to be taken by each of them in connection with the transactionscontemplated by this Agreement and shall take such charges in accordance with GAAP as may be mutually agreed upon by them. The representations, warranties and covenants of each of FNB and Integrity contained in this Agreement shall not be deemed tobe inaccurate or breached in any respect as a consequence of any modifications or charges undertaken by reason of this Section 6.9. 

 

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**6.10 Transition Team**. FNB and Integrity shall create a transition team comprised of staffand representatives of Integrity and staff and representatives of FNB (the “Transition Team”). The purpose of the Transition Team shall be to provide detailed guidance to FNB in fulfilling and consummating the Merger, to maintain openlines of communication between Integrity and FNB, and to handle customer inquiries regarding the Merger. The Transition Team shall meet as necessary until the Effective Time. Members of the Transition Team shall receive no separate compensation forsuch service. 

 

**ARTICLE VII. CONDITIONS PRECEDENT TO MERGER**

 

**7.1 Conditions to all Parties’Obligations**. Notwithstanding any other provision of this Agreement to the contrary, the obligations of each of the parties to this Agreement to consummate the transactions described herein shall be conditioned upon the satisfaction of eachof the following conditions precedent on or prior to the Closing Date: 

 

**(a) Corporate Action**. All corporate action necessary to authorize the execution, delivery and performance of this Agreement and the Plan of Merger in consummation of the transactions contemplated hereby and thereby shall havebeen duly and validly taken, including, without limitation, the approval of the shareholders of Integrity and of FNB of this Agreement and Plan of Merger and of the shareholders of FNB of the approval of an amendment to the Articles of Incorporationof FNB to increase the number of authorized shares of FNB and the issuance of shares of FNB Stock in the Merger. 

 

**(b) Registration Statement Effective**. The Registration Statement (including any post-effective amendments thereto) shall be effective underthe 1933 Act, and no stop orders or proceedings shall be pending or, to the knowledge of FNB, threatened by the SEC to suspend the effectiveness of such Registration Statement. 

 

**(c) “Blue Sky” Approvals**. FNB shall have received all state securities or “Blue Sky”permits or other authorizations, or confirmations as to the availability of exemptions from Blue Sky registration requirements as may be necessary, and no stop orders or proceedings shall be pending or, to the knowledge of FNB, threatened by anystate Blue Sky administration to suspend the effectiveness of any registration statement filed therewith with respect to the issuance of FNB Stock in the Merger. 

 

**(d) Regulatory Approvals**. (i) The Merger and other transactions described herein shall have beenapproved, to the extent required by law, by the Federal Reserve Board, the Commissioner, and by all other governmental or regulatory agencies or authorities having jurisdiction over such transactions, (ii) no governmental or regulatory agencyor authority shall have withdrawn its approval of such transactions or imposed any condition on such transactions or conditioned its approval thereof, which condition is reasonably deemed by FNB or Integrity to be materially disadvantageous orburdensome or to so adversely affect the economic or business benefits of this Agreement to FNB or Integrity’s shareholders as to render it inadvisable for it to 

 

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consummate the Merger; (iii) all applicable waiting periods following regulatory approvals shall have expiredwithout objection to the Merger by the Federal Reserve Board or other applicable regulatory authorities; and (iv) all other consents, approvals and permissions, and the satisfaction of all of the requirements prescribed by law or regulation,necessary to the carrying out of the transactions contemplated herein shall have been procured. 

 

**(e) Adverse Proceedings, Injunction, Etc**. There shall not be (i) any order, decree or injunction of any court or agency of competentjurisdiction which enjoins or prohibits the Merger or any of the other transactions described herein or any of the parties hereto from consummating any such transaction, (ii) any pending or threatened investigation of the Merger or any of suchother transactions by the Federal Reserve Board, or any actual or threatened litigation under federal antitrust laws relating to the Merger or any other such transaction, (iii)any suit, action or proceeding by any person (including any governmental,administrative or regulatory agency), pending or threatened before any court or governmental agency in which it is sought to restrain or prohibit Integrity or FNB from consummating the Merger or carrying out any of the terms or provisions of thisAgreement, or (iv) any other suit, claim, action or proceeding pending or threatened against Integrity or FNB or any of their respective officers or directors which shall reasonably be considered by Integrity or FNB to be materially burdensomein relation to the proposed Merger or materially adverse in relation to the financial condition, results of operations, prospects, businesses, assets, loan portfolio, investments, properties or operations of either such corporation, and which hasnot been dismissed, terminated or resolved to the satisfaction of all parties hereto within 90 days of the institution or threat thereof. 

 

**(f) Tax Opinion**. The parties shall have received an opinion of Schell Bray Aycock Abel & Livingston P.L.L.C. or another tax advisorin form and substance satisfactory to FNB and Integrity, substantially to the effect that, for federal income tax purposes: (i) consummation of the Merger will constitute a “reorganization” as defined in Section 368(a) of theCode; (ii) no gain or loss will be recognized by FNB or Integrity by reason of the Merger, (iii) the exchange or cancellation of shares of Integrity Stock in the Merger will not give rise to recognition of gain or loss for federal incometax purposes to the shareholders of Integrity to the extent such shareholders receive FNB Stock in exchange for their shares of Integrity Stock (except with respect to cash in lieu of fractional shares); (iv) the basis of the FNB Stock to bereceived by a shareholder of Integrity will be the same as the basis of the Integrity Stock surrendered in exchange therefor, decreased by the amount of cash received, if any, and increased by the amount of dividend income or gain recognized, ifany, as a result of the Merger; and (v) if Integrity Stock is a capital asset in the hands of the shareholder at the Effective Time, the holding period of the FNB Stock received by the shareholder in the Merger will include the holding periodof Integrity Stock surrendered in exchange therefor. In rendering its opinion, Schell Bray Aycock Abel & Livingston P.L.L.C. or such other tax advisor will require and rely on representations by officers of FNB and Integrity, and will beentitled to make reasonable assumptions. 

 

**(g) NASDAQListing**. FNB shall have satisfied all requirements for the shares of FNB Stock to be issued to the shareholders of Integrity and holders of options issued under the Integrity Option Plan in connection with the Merger to be listed on NASDAQas of the Effective Time. 

 

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**7.2 Additional Conditions to Integrity’s Obligations.** Notwithstanding any otherprovision of this Agreement to the contrary, Integrity’s separate obligation to consummate the transactions described herein shall be conditioned upon the satisfaction of each of the following conditions precedent on or prior to the ClosingDate: 

 

**(a) Material Adverse Change**. There shallnot have been any material adverse change in the consolidated financial condition, results of operations, prospects, businesses, assets, loan portfolio, investments, properties or operations of FNB and its consolidated subsidiaries considered as oneenterprise and there shall not have occurred any event or development and there shall not exist any condition or circumstance which, with the lapse of time or otherwise, may or could cause, create or result in any such material adverse change.

 

**(b) Compliance with Laws**. FNB shall havecomplied in all material respects with all federal and state laws and regulations applicable to the transactions described herein and where the violation of or failure to comply with any such law or regulation could or may have a material adverseeffect on the consolidated financial condition, results of operations, prospects, businesses, assets, loan portfolio, investments, properties or operations of FNB and its consolidated subsidiaries considered as one enterprise. 

 

**(c) FNB’s Representations and Warranties and Performance ofAgreements; Officers’ Certificate**. Unless waived in writing by Integrity as provided in Section 10.2 below, (i) each of the representations and warranties of FNB contained in this Agreement shall have been true and correct asof the date hereof and shall be true and correct on and as of the Effective Time with the same force and effect as though made on and as of such date, except (A) for changes which are not, in the aggregate, material and adverse to theconsolidated financial condition, results of operations, prospects, businesses, assets, loan portfolio, investments, properties or operations of FNB and its consolidated subsidiaries considered as one enterprise, and (B) for the effect of anyactivities or transactions that may have taken place after the date of this Agreement and are expressly contemplated by this Agreement; and (ii) FNB shall have performed in all material respects all of its obligations, covenants and agreementshereunder to be performed by it on or before the Closing Date. Integrity shall have received a certificate dated as of the Closing Date and executed by the chief executive officer and chief financial officer of FNB to the foregoing effect and as tosuch other matters as may be reasonably requested by Integrity. 

 

**(d) Legal Opinion of FNB’s Counsel**. Integrity shall have received from Schell Bray Aycock Abel & Livingston P.L.L.C., counsel for FNB, a written opinion dated as of the Closing Date in form and substancecustomary for transactions of this nature and otherwise reasonably satisfactory to Integrity and its counsel. 

 

**(e) Fairness Opinion**. The Board of Directors of Integrity shall have received from Integrity’s financial advisor, McColl Partners, anopinion dated as of the date of this Agreement to the effect that the consideration to be received by Integrity’s shareholders in the Merger is fair, from a financial point of view, to the shareholders of Integrity. 

 

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**(f) Other Documents and Information from FNB**. FNB shall have provided to Integrity correctand complete copies of its Articles of Incorporation, bylaws and Board of Directors resolutions approving this Agreement and the Merger (all certified by its Secretary), together with certificates of the incumbency of its officers and such otherclosing documents and information as may be reasonably requested by Integrity or its counsel. 

 

**7.3 Additional Conditions to FNB’s Obligations**. Notwithstanding any other provision of this Agreement to the contrary, FNB’s obligations to consummate the transactions described herein shall beconditioned upon the satisfaction of each of the following conditions precedent on or prior to the Closing Date: 

 

**(a) Material Adverse Change**. There shall not have occurred any material adverse change in the consolidated financial condition, results ofoperations, prospects, businesses, assets, loan portfolio, investments, properties or operations of Integrity and its subsidiaries considered as one enterprise and there shall not have occurred any event or development and there shall not exist anycondition or circumstance which, with the lapse of time or otherwise, may or could cause, create or result in any such material adverse change. 

 

**(b) Compliance with Laws**. Integrity shall have complied in all material respects with all federal and state laws and regulations applicableto the transactions described herein and where the violation of or failure to comply with any such law or regulation could or may have a material adverse effect on the consolidated financial condition, results of operations, prospects, businesses,assets, loan portfolio, investments, properties or operations of FNB or Integrity. 

 

**(c) Integrity’s Representations and Warranties and Performance of Agreements; Officers’ Certificate**. Unless waived in writing by FNB as provided in Section 10.2 below, (i) each of therepresentations and warranties of Integrity contained in this Agreement shall have been true and correct as of the date hereof and shall be true and correct at and as of the Effective Time with the same force and effect as though made on and as ofsuch date, except (A) for changes which are not, in the aggregate, material and adverse to the consolidated financial condition, results of operations, prospects, businesses, assets, loan portfolio, investments, properties or operations ofIntegrity and its subsidiaries considered as one enterprise, and (B) for the effect of any activities or transactions that may have taken place after the date of this Agreement and are expressly contemplated by this Agreement, and(ii) Integrity shall have performed in all material respects all its obligations, covenants and agreements hereunder to be performed by it on or before the Closing Date. FNB shall have received a certificate dated as of the Closing Date andexecuted by the chief executive officer and chief financial officer of Integrity to the foregoing effect and as to such other matters as may be reasonably requested by FNB. 

 

**(d) Legal Opinion of Integrity’s Counsel**. FNB shall have received from Gaeta & Eveson, P.A.,counsel to Integrity, a written opinion, dated as of the Closing Date in form and substance customary for transactions of this nature and otherwise reasonably satisfactory to FNB and its counsel. 

 

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**(e) Other Documents and Information from Integrity**. Integrity shall have provided to FNBcorrect and complete copies of Integrity’s Articles of Incorporation, bylaws and Board and shareholder resolutions (all certified by Integrity’s Secretary), together with certificates of the incumbency of Integrity’s officers and suchother closing documents and information as may be reasonably requested by FNB or its counsel. 

 

**(f) Amendments to Benefit Plans**. The Board of Directors of Integrity shall have adopted and implemented, effective as of the Effective Time, such amendments to the Integrity Option Plan as may benecessary in accordance with the provisions of this Agreement and otherwise satisfactory to FNB. 

 

**(g) Consents to Assignment of Property Leases**. Integrity shall have obtained all required consents to the assignment to FNB of its rightsand obligations under any personal property lease and any Real Property Lease material to the business of Integrity and its subsidiaries considered as one enterprise, and such consents shall be in such form and substance as shall be reasonablysatisfactory to FNB; and each of the lessors of Integrity shall have confirmed in writing that Integrity is not in default under the terms and conditions of any personal property lease or any Real Property Lease. 

 

**(h) Bank Merger Complete.**The merger of CVB with and into FGBcontemplated by Section 4.1(g) shall have been consummated. 

 

**(i) Fairness Opinion.**The Board of Directors of FNB shall have received from FNB’s financial advisor, Legg Mason, an opinion dated as of this Agreement to the effect that the consideration to be paid in the Merger isfair, from a financial point of view, to the shareholders of FNB. 

 

**ARTICLE VIII. TERMINATION; BREACH; REMEDIES**

 

**8.1 Mutual Termination**. At any time prior to the Effective Time (and whether before or after approval hereof by the shareholders of Integrity and FNB), this Agreement may be terminated by the mutual agreement of FNB andIntegrity. Upon any such mutual termination, all obligations of Integrity and FNB hereunder shall terminate and each party shall pay costs and expenses as provided in Section 6.4 above. 

 

**8.2 Unilateral Termination**. This Agreement may be terminated byeither FNB or Integrity (whether before or after approval hereof by Integrity’s or FNB’s shareholders) upon written notice to the other party and under the circumstances described below. 

 

**(a) Termination by FNB**. This Agreement may be terminated byFNB by action of its Board of Directors: 

 

**(i)**if any of the conditions to the obligations of FNB (as set forth in Section 7.1 and 7.3 above) shall not have been satisfied or effectively waived in writing by FNB by May 31, 2006 (except to the extent that the failureof such condition to be satisfied has been caused by the failure of FNB to satisfy any of its obligations, covenants or agreements contained herein); 

 

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**(ii)**if Integrity shall have violated or failed to fully perform any of itsobligations, covenants or agreements contained in Article IV or Article VI herein in any material respect; 

 

**(iii)**if FNB determines at any time that any of Integrity’s representations or warranties contained in Article II above or inany other certificate or writing delivered pursuant to this Agreement shall have been false or misleading in any material respect when made, or that there has occurred any event or development or that there exists any condition or circumstance whichhas caused or, with the lapse of time or otherwise, may or could cause any such representations or warranties to become false or misleading in any material respect; 

 

**(iv)**if, notwithstanding FNB’s satisfaction of its obligations under Sections 5.8 and 6.1 above,Integrity’s or FNB’s shareholders do not approve this Agreement and Plan of Merger at its shareholders’ meeting held for such purpose; 

 

**(v)**if the Merger shall not have become effective on or before May 31, 2006 unless such date is extended as evidenced by thewritten mutual agreement of the parties hereto; provided, however, that in the event there is a delay of not more than 30 days caused by circumstances beyond the control of the parties hereto, the dates set forth in this Section 8.2(a) shall beextended by mutual agreement for up to an additional 60 days; 

 

**(vi)**if (A) Integrity shall have breached Section 4.4 in any respect materially adverse to FNB, (B) Integrity shall have breached its obligations set forth in Section 4.3(b) to make itsApproval Recommendation or shall have effected a Change in Recommendation, (C) the Integrity Board of Directors shall have recommended approval of an Acquisition Proposal, or (D) Integrity shall have breached its obligations set forth inSection 4.3(a) to hold the meeting of shareholders to approve and adopt the Plan of Merger; or 

 

**(vii)**under the circumstances described in Section 6.7 above. 

 

However, before FNB may terminate this Agreement for any of the reasons specified above in (i), (ii) or (iii) of thisSection 8.2(a), it shall give written notice to Integrity as provided herein stating its intent to terminate and a description of the specific breach, default, violation or other condition giving rise to its right to so terminate, and, suchtermination by FNB shall not become effective if, within 30 days following the giving of such notice, Integrity shall cure such breach, default or violation or satisfy such condition to the reasonable satisfaction of FNB. In the event Integritycannot or does not cure such breach, default or violation or satisfy such condition to the reasonable satisfaction of FNB within such 30-day period, FNB shall have 30 days to notify Integrity of its intention to terminate this Agreement. A failureto so notify Integrity will be deemed to be a waiver by FNB of the breach, default or violation pursuant to Section 10.2 below. 

 

**(b) Termination by Integrity**. This Agreement may be terminated by Integrity by action of its Board of Directors: 

 

**(i)**if any of the conditions of the obligations ofIntegrity (as set forth in Section 7.1 and 7.2 above) shall not have been satisfied or effectively waived in writing by Integrity by May 31, 2006 (except to the extent that the failure of such condition to be satisfied has been caused bythe failure of Integrity to satisfy any of its obligations, covenants or agreements contained herein); 

 

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**(ii)**if FNB shall have violated or failed to fully perform any of its obligations,covenants or agreements contained in Article V or Article VI herein in any material respect; 

 

**(iii)**if Integrity determines that any of FNB’s representations and warranties contained in Article III herein or in any othercertificate or writing delivered pursuant to this Agreement shall have been false or misleading in any material respect when made, or that there has occurred any event or development or that there exists any condition or circumstance which hascaused or, with the lapse of time or otherwise, may or could cause any such representations or warranties to become false or misleading in any material respect; 

 

**(iv)**if, notwithstanding Integrity’s satisfaction of its obligations contained in Sections 4.3and 6.1 above, FNB’s or Integrity’s shareholders do not approve this Agreement and Plan of Merger at its shareholders’ meeting called for such purpose; 

 

**(v)**if the Merger shall not have become effective on or before May 31, 2006, unless such date isextended as evidenced by the written mutual agreement of the parties hereto; provided, however, that in the event there is a delay of not more than 30 days caused by circumstances beyond the control of the parties hereto, the dates set forth in thisSection 8.2(b) shall be extended by mutual agreement for up to an additional 60 days; or 

 

**(vi)**At any time prior to the date of mailing of the Joint Proxy Statement/Prospectus, by Integrity in order to enter concurrentlyinto an Acquisition Proposal that has been received by Integrity and the Integrity Board of Directors in compliance with Sections 4.4(a) and (b) and that Integrity’s Board of Directors concludes in good faith, in consultation with itsfinancial and legal advisors, is a Superior Proposal; provided, however, that this Agreement may be terminated by Integrity pursuant to this Section 8.2(b)(vi) only after the fifth Business Day following Integrity’s provision of writtennotice to FNB advising FNB that the Integrity Board of Directors is prepared to accept a Superior Proposal and only if (x) during such five-Business Day period, Integrity has caused its financial and legal advisors to negotiate with FNB in goodfaith to make such adjustments in the terms and conditions of this Agreement such that such Acquisition Proposal would no longer constitute a Superior Proposal, (y) Integrity’s Board of Directors has considered such adjustments in theterms and conditions of this Agreement resulting from such negotiations and has concluded in good faith, based upon consultation with its financial and legal advisers, that such Acquisition Proposal remains a Superior Proposal even after givingeffect to the adjustments proposed by FNB and further provided that such termination shall not be effective until Integrity has paid the Break-up Fee to FNB. 

 

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However, before Integrity may terminate this Agreement for any of the reasons specified above in clause (i), (ii) or(iii) of this Section 8.2(b), it shall give written notice to FNB as provided herein stating its intent to terminate and a description of the specific breach, default, violation or other condition giving rise to its right to so terminate,and, such termination by Integrity shall not become effective if, within 30 days following the giving of such notice, FNB shall cure such breach, default or violation or satisfy such condition to the reasonable satisfaction of Integrity. In theevent FNB cannot or does not cure such breach, default or violation or satisfy such condition to the reasonable satisfaction of Integrity within such 30-day period, Integrity shall have 30 days to notify FNB of its intention to terminate thisAgreement. A failure to so notify FNB will be deemed to be a waiver by Integrity of the breach, default or violation pursuant to Section 10.2 below. 

 

**(c) Termination by Integrity or Increase in Exchange Ratio.** This Agreement may be terminated by action of the Board of Directors ofIntegrity if it determines by a vote of a majority of the members of its entire Board, at any time during the ten-day period commencing two days after the Determination Date (as defined below), that both of the following conditions are satisfied:

 

**(i)**the Average Closing Price (asdefined below) shall be less than the product of 0.80 and the Starting Price (as defined below); and 

 

**(ii)**the quotient obtained by dividing the Average Closing Price by the Starting Price (such number being referred to herein as the“FNB Ratio”) shall be less than the “Index Ratio” (which shall mean the quotient obtained by dividing the Index Price on the Determination Date by the Index Price (as defined below) on the Starting Date (as defined below) andsubtracting 0.20 from the quotient in this parenthetical); subject, however, to the following three sentences. If Integrity desires to terminate the Merger pursuant to this Section 8.2(c), it shall give prompt written notice thereof to FNB;provided that such notice of election to terminate may be withdrawn at any time within the aforementioned ten-day period. During the five-day period commencing with its receipt of such notice, FNB shall have the option to elect to increase theExchange Ratio to equal the lesser of (x) the quotient (rounded to the nearest one-ten-thousandth) obtained by dividing (A) the product of 0.80, the Starting Price, and Exchange Ratio (as then in effect) by (B) the Average ClosingPrice, and (y) the quotient (rounded to the nearest one-ten-thousandth) obtained by dividing (A) the product of the Index Ratio and the Exchange Ratio (as then in effect) by (B) the FNB Ratio. If FNB makes an election contemplated bythe preceding sentence, within such five-day period, it shall give prompt written notice to Integrity of such election and the revised Exchange Ratio, whereupon no termination shall have occurred pursuant to this Section 8.2(c) and thisAgreement shall remain in effect in accordance with its terms (except as the Exchange Ratio shall have been so modified), and any references in this Agreement to “Exchange Ratio” shall thereafter be deemed to refer to the Exchange Ratio asadjusted pursuant to this Section 8.2(c). 

 

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For purposes of this Section 8.2(c), the following terms shall have the meanings indicated:

 

“Average Closing Price” shall mean the average ofthe daily last sales prices of FNB Stock as reported on NASDAQ (as reported by *The Wall Street Journal* or, if not reported thereby, another authoritative source as chosen by FNB) for the twenty consecutive full trading days in which suchshares are traded on NASDAQ ending at the close of trading on the Determination Date. 

 

“Determination Date” shall mean the later of the date on which both (i) the approval of the Federal Reserve Board of the Merger (without regard to any requisite waiting period thereof) shall have beenreceived and (ii) the shareholders of both Integrity and FNB shall have approved the Merger at their respective shareholders’ meetings. 

 

“Index Price” on a given date shall mean the closing quoted index value of the companies comprising the NASDAQ Bank Index [IXBK]. 

 

“Starting Date” shall mean September 16, 2005. 

 

“Starting Price” shall mean the last sale price per share of FNBStock as reported on NASDAQ (as reported by *The Wall Street Journal* or, if not reported thereby, another authoritative source as chosen by FNB) on the Starting Date. 

 

**8.3 Breach; Remedies**. 

 

**(a)**Except as otherwise provided below or in Section 4.4, in the event of a breach by Integrity of any of itsrepresentations or warranties contained in this Agreement or in any other certificate or writing delivered pursuant to this Agreement, or in the event of its failure to perform or violation of any of its obligations, agreements or covenantscontained in this Agreement, then FNB’s sole right and remedy shall be to terminate this Agreement prior to the Effective Time as provided in Section 8.2 above, or, in the case of a failure to perform or violation of any obligations,agreements or covenants, to seek specific performance thereof. 

 

**(b)**Likewise, and except as otherwise provided below, in the event of a breach by FNB of any of its representations or warranties contained in this Agreement, or in the event of its failure to perform or violation of any of itsobligations, agreements or covenants contained in this Agreement, then Integrity’s sole right and remedy shall be to terminate this Agreement prior to the Effective Time as provided in Section 8.2 above, or, in the case of a failure toperform or violation of any obligations, agreements or covenants, to seek specific performance thereof. 

 

**(c)**Notwithstanding anything contained herein to the contrary, if either party to this Agreement breaches this Agreement by willfully orintentionally failing to perform or violating any of its obligations, agreements or covenants contained in this Agreement, such party shall be obligated to pay all expenses of the other party described in Section 6.4, together with otherdamages recoverable at law or in equity. 

 

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**ARTICLE IX. INDEMNIFICATION**

 

**9.1 Agreement to Indemnify**. In the event this Agreement is terminated for any reason and the Merger is notconsummated, then Integrity and FNB will indemnify each other as provided below. 

 

**(a) By Integrity**. Integrity shall indemnify, hold harmless and defend FNB from and against any and all claims, disputes, demands, causes of action, suits, proceedings, losses, damages, liabilities,obligations, costs and expenses of every kind and nature that arise from or are related to claims by third parties, including without limitation reasonable attorneys’ fees and legal costs and expenses in connection therewith, whether known orunknown, and whether now existing or hereafter arising, which may be threatened against, incurred, undertaken, received or paid by FNB: 

 

**(i)**in connection with or which arise out of or result from or are based upon (A) Integrity’s operations or businesstransactions or its relationship with any of its employees, or (B) Integrity’s failure to comply with any statute or regulation of any federal, state or local government or agency (or any political subdivision thereof) in connection withthe transactions described in this Agreement; 

 

**(ii)**in connection with or which arise out of or result from or are based upon any fact, condition or circumstance that constitutes a breach by Integrity of, or any inaccuracy, incompleteness or inadequacy in, any of itsrepresentations or warranties under or in connection with this Agreement, or any failure of Integrity to perform any of its covenants, agreements or obligations under or in connection with this Agreement; 

 

**(iii)**in connection with or which arise out of orresult from or are based upon any information provided by Integrity which is included in the Proxy Statement/Prospectus and which information causes the Proxy Statement/Prospectus at the time of its mailing to Integrity’s and FNB’sshareholders to contain any untrue statement of a material fact or to omit any material fact required to be stated therein or necessary in order to make the statements contained therein, in light of the circumstances under which they were made, notfalse or misleading; and 

 

**(iv)**inconnection with or which arise out of or result from or are based upon the presence, use, production, generation, handling, transportation, treatment, storage, disposal, distribution, labeling, reporting, testing, processing, emission, discharge,release, threatened release, control, removal, clean-up or remediation on, from or relating to the Real Property by Integrity or any other person of any Hazardous Substances, or any action taken or any event or condition occurring or existing withrespect to the Real Property which constitutes a violation of any Environmental Laws by Integrity or any other person. 

 

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**(b) By FNB**. FNB shall indemnify, hold harmless and defend Integrity from and against anyand all claims, disputes, demands, causes of action, suits, proceedings, losses, damages, liabilities, obligations, costs and expenses of every kind and nature that arise from or are related to claims by third parties, including without limitationreasonable attorneys’ fees and legal costs and expenses in connection therewith, whether known or unknown, and whether now existing or hereafter arising, which may be threatened against, incurred, undertaken, received or paid by Integrity:

 

**(i)**in connection with or which ariseout of or result from or are based upon (A) FNB’s operations or business transactions or its relationship with any of its employees, or (B) FNB’s failure to comply with any statute or regulation of any federal, state or localgovernment or agency (or any political subdivision thereof) in connection with the transactions described in this Agreement; 

 

**(ii)**in connection with or which arise out of or result from or are based upon any fact, condition or circumstance that constitutesa breach by FNB of, or any inaccuracy, incompleteness or inadequacy in, any of its representations or warranties under or in connection with this Agreement, or any failure of FNB to perform any of its covenants, agreements or obligations under or inconnection with this Agreement; and, 

 

**(iii)**in connection with or which arise out of or result from or are based upon any information provided by FNB which is included in the Proxy Statement/Prospectus and which information causes the Proxy Statement/Prospectus at the time of its mailingto FNB’s and Integrity’s shareholders to contain any untrue statement of a material fact or to omit any material fact required to be stated therein or necessary in order to make the statements contained therein, in light of thecircumstances under which they were made, not false or misleading. 

 

**9.2 Procedure for Claiming Indemnification**. 

 

**(a) By FNB**. If any matter subject to indemnification hereunder arises in the form of a claim against FNB or its successors and assigns (herein referred to as a “Third Party Claim”), FNB promptly shall give notice anddetails thereof, including copies of all pleadings and pertinent documents, to Integrity. Within 15 days of such notice, Integrity either (i) shall pay the Third Party Claim either in full or upon agreed compromise or (ii) shall notify FNBthat Integrity disputes the Third Party Claim and intends to defend against it, and thereafter shall so defend and pay any adverse final judgment or award in regard thereto. Such defense shall be controlled by Integrity and the cost of such defenseshall be borne by Integrity except that FNB shall have the right to participate in such defense at its own expense and provided that Integrity shall have no right in connection with any such defense or the resolution of any such Third Party Claim toimpose any cost, restriction, limitation or condition of any kind upon FNB or its successors or assigns. FNB agrees that it shall cooperate in all reasonable respects in the defense of any such Third Party Claim, including making personnel, booksand records relevant to the Third Party Claim available to Integrity without charge therefor except for out-of-pocket expenses. If Integrity fails to take action within 15 days as hereinabove provided or, having 

 

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taken such action, thereafter fails diligently to defend and resolve the Third Party Claim, FNB shall have the right topay, compromise or defend the Third Party Claim and to assert the indemnification provisions hereof. FNB also shall have the right, exercisable in good faith, to take such action as may be necessary to avoid a default prior to the assumption of thedefense of the Third Party Claim by Integrity. 

 

**(b) ByIntegrity**. If any matter subject to indemnification hereunder arises in the form of a claim against Integrity or its successors and assigns (herein referred to as a “Third Party Claim”), Integrity promptly shall give notice anddetails thereof, including copies of all pleadings and pertinent documents, to FNB. Within 15 days of such notice, FNB either (i) shall pay the Third Party Claim either in full or upon agreed compromise or (ii) shall notify Integrity thatFNB disputes the Third Party Claim and intends to defend against it, and thereafter shall so defend and pay any adverse final judgment or award in regard thereto. Such defense shall be controlled by FNB and the cost of such defense shall be borne byFNB except that Integrity shall have the right to participate in such defense at its own expense and provided that FNB shall have no right in connection with any such defense or the resolution of any such Third Party Claim to impose any cost,restriction, limitation or condition of any kind upon Integrity or its successors and assigns. Integrity agrees that it shall cooperate in all reasonable respects in the defense of any such Third Party Claim, including making personnel, books andrecords relevant to the Third Party Claim available to FNB without charge therefor except for out-of-pocket expenses. If FNB fails to take action within 15 days as hereinabove provided or, having taken such action, thereafter fails diligently todefend and resolve the Third Party Claim, Integrity shall have the right to pay, compromise or defend the Third Party Claim and to assert the indemnification provisions hereof. Integrity also shall have the right, exercisable in good faith, to takesuch action as may be necessary to avoid a default prior to the assumption of the defense of the Third Party Claim by FNB. 

 

**ARTICLE X. MISCELLANEOUS PROVISIONS**

 

**10.1 Reservation of Right to Revise Structure.**Notwithstanding any provision herein to the contrary, FNB shall have the unilateral right torevise the structure of the Merger to achieve the tax consequences described in Section 6.8 or for any other reason FNB may deem advisable; provided, however, that no such change will (i) alter or change the amount or kind of considerationto be received by the shareholders of Integrity in the Merger or (ii) adversely affect the tax treatment to the shareholders of Integrity as a result of receiving such consideration. In the event of such election by FNB, the parties heretoshall execute an appropriate amendment to this Agreement. 

 

**10.2 Survival of Representations, Warranties, Indemnification and Other Agreements**. 

 

**(a) Representations, Warranties and Other Agreements**. None of the representations, warranties or agreements herein shall survive theeffectiveness of the Merger, and no party shall have any right after the Effective Time to recover damages or any other relief from any other party to this Agreement by reason of any breach of representation or warranty, any nonfulfillment ornonperformance of any agreement contained herein, or otherwise; 

 

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provided, however, that the parties’ agreements contained in Section 6.6 above and FNB’s covenantscontained in Sections 5.1 through 5.5 above shall survive the effectiveness of the Merger. 

 

**(b) Indemnification**. The parties’ indemnification agreements and obligations pursuant to Section 9.1 above shall become effective only in the event this Agreement is terminated, and neither ofthe parties shall have any obligations under Section 9.1 in the event of or following consummation of the Merger. 

 

**10.3 Waiver**. Any term or condition of this Agreement may be waived (except as to matters of regulatory approvals and approvals required bylaw), either in whole or in part, at any time by the party which is, and whose shareholders are, entitled to the benefits thereof, provided, however, that any such waiver shall be effective only upon a determination by the waiving party (throughaction of its Board of Directors) that such waiver would not adversely affect the interests of the waiving party or its shareholders; and, provided further, that no waiver of any term or condition of this Agreement by any party shall be effectiveunless such waiver is in writing and signed by the waiving party or as provided in Sections 8.2(a) and 8.2(b) above, or be construed to be a waiver of any succeeding breach of the same term or condition. No failure or delay of any party to exerciseany power, or to insist upon a strict compliance by any other party of any obligation, and no custom or practice at variance with any terms hereof, shall constitute a waiver of the right of any party to demand full and complete compliance with suchterms. 

 

**10.4 Amendment**. This Agreement may beamended, modified or supplemented at any time or from time to time prior to the Effective Time, and either before or after its approval by the shareholders of Integrity and FNB, by an agreement in writing approved by a majority of the Boards ofDirectors of FNB and Integrity executed in the same manner as this Agreement; provided however, that the provisions of this Agreement relating to the manner or basis in which shares of Integrity Stock are converted into FNB Stock shall not beamended after the approval of this Agreement and Plan of Merger by the shareholders of Integrity without the requisite approval of such shareholders of such amendment. 

 

**10.5 Notices**. All notices and other communications hereunder shall be in writing and shall be deemed to havebeen duly given if delivered personally or by courier, or mailed by certified mail, return receipt requested, postage prepaid, and addressed as follows: 

 

**(a)**If to Integrity, to: 

 

Integrity Financial Corporation 

Attention: Mr. W. Alex Hall, Jr., President 

39 Second Street, N.W. 

Hickory, North Carolina 28601 

 

With copy to: 

 

Gaeta & Eveson, P.A. 

Attention: Anthony Gaeta, Jr. 

8305 Falls of Neuse Road, Suite 203 

Raleigh, North Carolina 27615 

 

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**(b)**If to FNB, to: 

 

FNB Corp. 

Attention: Mr. Michael C. Miller, President 

Post Office Box 1328 (27204)

101 Sunset Avenue 

Asheboro, North Carolina 27203 

 

With copy to: 

 

Schell Bray Aycock Abel & Livingston P.L.L.C. 

Attention: Melanie S. Tuttle 

1500 Renaissance Plaza 

230 North Elm Street 

Greensboro, North Carolina 27420 

 

**10.6 Further Assurance**. Integrity and FNB shall each furnish tothe other such further assurances with respect to the matters contemplated herein and their respective agreements, covenants, representations and warranties contained herein, including the opinion of legal counsel, as such other party may reasonablyrequest. 

 

**10.7 Headings and Captions**. Headingsand captions of the sections and Sections of this Agreement have been inserted for convenience of reference only and do not constitute a part hereof. 

 

**10.8 Entire Agreement**. This Agreement (including all schedules and exhibits attached hereto and all documents incorporated herein byreference) contains the entire agreement of the parties with respect to the transactions described herein and supersedes any and all other oral or written agreement(s) heretofore made, and there are no representations or inducements by or to, or anyagreements between, any of the parties hereto other than those contained herein in writing. 

 

**10.9 Severability of Provisions**. The invalidity or unenforceability of any term, phrase, clause, Section, restriction, covenant, agreement or other provision hereof shall in no way affect the validity orenforceability of any other provision or part hereof. 

 

**10.10Assignment**. This Agreement may not be assigned by either party hereto except with the prior written consent of the other party hereto. 

 

**10.11 Counterparts**. Any number of counterparts of this Agreement may be signed and delivered, each of which shall be considered an originaland all of which together shall constitute one agreement. 

 

**10.12 Governing Law**. This Agreement is made in and shall be construed and enforced in accordance with the laws of North Carolina. 

 

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**10.13 Inspection**. Any right of FNB or Integrity hereunder to investigate or inspect theassets, books, records, files and other information of the other in no way shall establish any presumption that FNB or Integrity should have conducted any investigation or that such right has been exercised by FNB or Integrity or their agents,representatives or others. Any investigations or inspections that have been made by FNB or Integrity or their agents, representatives or others prior to the Closing Date shall not be deemed in any way in derogation or limitation of the covenants,representations and warranties made by or on behalf of Integrity or FNB in this Agreement. 

 

[Signatures on Following Page] 

 

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IN WITNESS WHEREOF, Integrity and FNB each has caused this Agreement to be executed in its name by itsduly authorized officers and its corporate seal to be affixed hereto as of the date first above written. 

 
INTEGRITY FINANCIAL CORPORATIONBy 
/s/ W. Alex Hall, Jr.
  President and Chief Executive OfficerFNB CORP.By 
/s/ Michael C. Miller
  President and Chief Executive Officer
 

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**SCHEDULES TO**

**AGREEMENT AND PLAN OF MERGER**

 

**SCHEDULE**
  
**DESCRIPTION**
A  Plan of Merger
 

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SCHEDULE A 

to Agreement and Plan of Merger 

dated as of September 18, 2005 

 

PLAN OF MERGER 

OF 

INTEGRITY FINANCIAL CORPORATION 

WITH AND INTO 

FNB CORP. 

 

A. Parties to Merger. The parties to the proposed merger are IntegrityFinancial Corporation, a North Carolina corporation (“Integrity”), and FNB Corp., a North Carolina corporation (“FNB”). 

 

B. Nature of Transaction. Subject to the provisions of this Plan of Merger, Integrity shall be merged with and into FNB (the “Merger”)with the effect provided in the North Carolina Business Corporation Act. 

 

C. Surviving Corporation. FNB shall be the surviving corporation in the Merger. At the Effective Time (as hereinafter defined) of the Merger, the name of the surviving corporation shall be changed to FNB UnitedCorp. 

 

D. Effective Time. The Merger shall be effectiveon the date and at the time on which Articles of Merger containing this Plan of Merger and the other provisions required by, and executed in accordance with, applicable North Carolina and applicable federal law shall have been accepted for filing bythe Secretary of State of the State of North Carolina (or such later time as may be specified in the Articles of Merger) (the “Effective Time”). At the Effective Time, the separate corporate existence of Integrity shall cease and thecorporate existence of FNB shall continue with all of its purposes, objects, rights, privileges, powers and franchises, all of which shall be unaffected and unimpaired by the Merger. 

 

E. Conversion and Exchange of Shares. 

 

1. At the Effective Time, all rights of Integrity’s shareholders with respect to all then outstandingshares of the common stock of Integrity, $1.00 par value per share (“Integrity Stock”) shall cease to exist, and the holders of Integrity Stock shall cease to be, and shall have no further rights as, shareholders of Integrity. At theEffective Time, each such outstanding share of Integrity Stock (except for shares held, other than in a fiduciary capacity or as a result of debts previously contracted, by Integrity, FNB or any of their subsidiaries, which shall be canceled in theMerger) shall be converted exclusively into the right to receive $5.20 in cash, without interest, and a number of shares of the common stock of FNB, par value $2.50 per share (the “FNB Stock”), equal to the product of 1.1209 (the“Exchange Ratio”) and 0.78. The amount of cash into which shares of Integrity Stock shall be converted pursuant to this Plan of Merger is sometimes hereinafter referred to as “Cash Consideration,” and the number of shares of

FNB Stock into which shares of Integrity Stock shall be converted pursuant to this Plan of Merger issometimes hereinafter referred to as “Stock Consideration.” The Cash Consideration and Stock Consideration are sometimes referred to herein collectively as the “Merger Consideration.” No share of Integrity Stock shall be deemedto be outstanding or have any rights other than those set forth in this Section E.1 after the Effective Time. **[The Exchange Ratio is subject to possible adjustment in accordance with Sections 1.5(c) and 8.2(c) of the Agreement and Plan of Merger,dated as of September 18, 2005, by and between FNB and Integrity. If so adjusted, the adjusted Exchange Ratio shall be reflected in this Plan of Merger prior to filing with the Secretary of State of North Carolina.]**

 

2. Each share of the FNB Stock issued and outstandingimmediately prior to the Effective Time of the Merger shall continue to be issued and outstanding and shall not be affected by the Merger. 

 

3. Notwithstanding any other provision of this Plan of Merger, each holder of shares of Integrity Stock exchanged pursuant to the Mergerwho would otherwise have been entitled to receive a fraction of a share of FNB Stock (after taking into account all certificates delivered by such holder) shall receive, in lieu thereof, cash (without interest) in an amount equal to such fractionalpart of a share of FNB Stock multiplied by the market value of one share of FNB Stock upon the Effective Time. The market value of one share of FNB Stock at the Effective Time shall be the last sale price of FNB Stock on Nasdaq Stock Market, Inc.National Market System as reported by *The Wall Street Journal* or, if not reported thereby, any other authoritative source selected by FNB, on the last trading day preceding the Effective Time. No such holder will be entitled to dividends,voting rights, or any other rights as a shareholder in respect of any fractional shares. 

 

4. As of the Effective Time, FNB shall deposit, or shall cause to be deposited, with Registrar and Transfer Company, in its capacity asthe transfer agent of FNB Stock (the “Exchange Agent”), for the benefit of each holder of Integrity Stock for exchange in accordance with this Plan of Merger, (i) certificates representing the aggregate number of whole shares of FNBStock to be issued as Stock Consideration, and (ii) the aggregate amount of cash to be delivered to holders of Integrity Stock as Cash Consideration and in lieu of any fractional shares, to be issued and paid pursuant to this Plan of Merger foroutstanding shares of Integrity Stock (such certificates for shares of FNB Stock and such cash are referred to as the “Exchange Fund”). The Exchange Agent shall, pursuant to irrevocable instructions in accordance with this Plan of Merger,deliver the FNB Stock and cash contemplated to be issued with respect to Integrity Stock out of the Exchange Fund. The Exchange Fund shall not be used for any other purpose. The Exchange Agent shall invest any cash included in the Exchange Fund, asdirected by FNB, on a daily basis. Any interest and other income resulting from such investments shall be paid to FNB. 

 

5. After the Effective Time, FNB shall cause the Exchange Agent to mail to the shareholders of Integrity of record at the Effective Timetransmittal materials and other appropriate written instructions (collectively, a “Transmittal Letter”) (which shall 

 

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specify that delivery shall be effected, and risk of loss and title to the certificate representingshares of Integrity Stock prior to such Effective Time shall pass, only upon proper delivery of such certificates to the Exchange Agent and which shall be in such form and have such other provisions as FNB may reasonably specify). After theEffective Time and upon the proper surrender of certificate(s) representing shares of Integrity Stock to the Exchange Agent, together with a properly completed and duly executed Transmittal Letter, the holder of such certificate(s) shall be entitledto receive in exchange therefor the number of shares of FNB Stock and the cash to which such holder is entitled hereunder (including any cash payments to which such holder is entitled hereunder in respect of rights to receive fractional shares andany dividends or other distributions to which such holder is entitled pursuant to Section E.6 below), subject to any required withholding of applicable taxes. Neither FNB nor the Exchange Agent shall be obligated to deliver any of such payments incash or stock until such holder surrenders the certificate(s) representing such holder’s shares. The certificate(s) so surrendered shall be duly endorsed as the Exchange Agent may require. If there is a transfer of ownership of any shares ofIntegrity Stock not registered in the transfer records of Integrity, the Merger Consideration shall be issued to the transferee thereof if the certificates representing such Integrity Stock are presented to the Exchange Agent, accompanied by alldocuments required, in the reasonable judgment of FNB and the Exchange Agent, to evidence and effect such transfer and to evidence that any applicable stock transfer taxes have been paid. Any portion of the Exchange Fund that remains undistributedto the holders of certificates representing Integrity Stock for six months after the Effective Time shall be delivered to FNB, upon demand, and any shareholders of Integrity who have not previously complied with the provisions of this Plan of Mergershall thereafter look only to FNB for payment of their claim for FNB Stock and cash and any dividends or distributions with respect to FNB Stock. Any portion of the Exchange Fund remaining unclaimed by holders of Integrity Stock five years after theEffective Time (or such earlier date immediately prior to such time as such portion would otherwise escheat to or become property of any government entity) shall, to the extent permitted by applicable law, become the property of FNB free and clearof any claims or interest of any person previously entitled therein. Any other provision of this Agreement notwithstanding, neither FNB nor the Exchange Agent shall be liable to any holder of shares of Integrity Stock for any amounts paid orproperly delivered in good faith to a public official pursuant to any applicable abandoned property law. 

 

6. At the Effective Time, the stock transfer books of Integrity shall be closed as to holders of Integrity Stock immediately prior to theEffective Time and no transfer of Integrity Stock by any such holder shall thereafter be made or recognized. Until surrendered for exchange in accordance with the provisions of Section E.5 above, each certificate theretofore representing shares ofIntegrity Stock (other than shares to be canceled pursuant to Section E.1 above) shall from and after the Effective Time represent for all purposes only the right to receive the Merger Consideration. If, after the Effective Time, certificatesrepresenting Integrity Stock are presented to FNB or the Exchange Agent for any reason, they shall be cancelled and exchanged as provided in this Plan of Merger. To the extent permitted by North Carolina law, former shareholders of record ofIntegrity shall be entitled to vote after the Effective Time at any meeting of shareholders 

 

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of FNB the number of whole shares of FNB Stock into which their respective shares of Integrity Stock areconverted, regardless of whether such holders have exchanged their certificates representing Integrity Stock for certificates representing FNB Stock in accordance with the provisions of this Agreement. Whenever a dividend or other distribution isdeclared by FNB on the FNB Stock, the record date for which is at or after the Effective Time, the declaration shall include dividends or other distributions on all shares of FNB Stock to be issued pursuant to the Merger, but beginning at theEffective Time no dividend or other distribution payable to the holders of record of FNB Stock as of any time subsequent to the Effective Time shall be delivered to the holder of any certificate representing shares of Integrity Stock issued andoutstanding at the Effective Time until such holder surrenders such certificate for exchange as provided in Section E.5 above; provided, however, that upon surrender of such Integrity Stock certificate (or compliance with Section E.7 below), the FNBStock certificate, together with all undelivered dividends or other distributions (without interest) and any cash payments to be paid for fractional share interests (without interest), shall be delivered and paid with respect to each sharerepresented by such Integrity Stock certificate. 

 

7. Any shareholder of Integrity whose certificate representing shares of Integrity Stock has been lost, destroyed, stolen or otherwise is missing shall be entitled to receive a certificate representing the shares of FNB Stock and/or anycash, including cash in lieu of fractional shares, to which he or she is entitled in accordance with and upon compliance with conditions reasonably imposed by the exchange agent or FNB (including, without limitation, a requirement that theshareholder provide a lost instruments indemnity bond in form, substance and amount reasonably satisfactory to the exchange agent and FNB). 

 

F. Abandonment. This Plan of Merger may be terminated and the Merger may be abandoned at any time prior to the Effective Time upon termination ofthe Merger Agreement. 

 

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