**Exhibit 2.0**

**AGREEMENT AND  PLAN OF REORGANIZATION**

**THIS AGREEMENT AND PLAN OF  REORGANIZATION**(the “Agreement”) is made and entered  into as of this 20th day of September, 2001, by and between **AMERICAN  COMMUNITY BANK OF GEORGIA**, a Georgia banking corporation (“American”),  and **FNB BANKING COMPANY**, a Georgia business corporation (“FNB,”  and unless the context otherwise requires, the term “FNB” shall include  FNB Banking Company, its subsidiary, First National Bank of Griffin, a  national banking association (“FNB Griffin”), and Griffin Loans,  Inc., a Georgia corporation and a wholly-owned subsidiary of FNB Griffin (“Griffin  Loans”)).

**R E C I T A L S:**

**WHEREAS**, the respective  boards of directors of American and FNB deem it advisable and in the best  interests of each such entity and their respective shareholders that American  merge with FNB Griffin, a national banking association and a wholly-owned  subsidiary of FNB (the “Merger”), with FNB Griffin being the  surviving bank, and with each of the issued and outstanding shares of common  stock, $5.00 par value per share, of American (“American Stock”)  being converted into the right to receive $14.25 in cash plus interest on such  amount from December 31, 2001 until the Closing Date at a rate per annum equal  to the average of the Federal Funds rate from the first business day of each  month of such period (the “Merger Consideration”), all upon the  terms and conditions hereinafter set forth and as set forth in the Agreement  and Plan of Merger attached hereto as Exhibit A and incorporated herein  by reference (the “Merger Agreement”);

**NOW, THEREFORE**, for and  in consideration of the premises and the mutual covenants and agreements  herein contained, and other good and valuable consideration, the receipt and  adequacy of which as legally sufficient consideration are hereby acknowledged,  the parties hereto agree as follows:

**ARTICLE I**

**CLOSING**

The transactions contemplated herein  shall be consummated (the “Closing”) at the offices of Kilpatrick  Stockton LLP, Suite 2800, 1100 Peachtree Street, Atlanta, Georgia, on the  first business day following receipt of all approvals from any governmental  authorities having jurisdiction over the transactions contemplated by this  Agreement and the Merger Agreement, and the expiration of any waiting or  similar period required by applicable law (the “Closing Date”), or  at such other time and place as may be mutually satisfactory to the parties  hereto.

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**ARTICLE II**

**MERGER**

Pursuant to the terms and conditions  provided herein, on the Closing Date American and FNB Griffin shall be merged  in accordance with and in the manner set forth in the Merger Agreement.   The surviving bank following the Merger will operate under the Articles of  Association of FNB Griffin, and will remain a wholly-owned subsidiary of FNB.   Upon the terms and conditions of this Agreement and the Merger Agreement, on  the Effective Date (as defined in the Merger Agreement), each share of  American Stock issued and outstanding immediately prior to the Effective Date  shall be converted into the right to receive the Merger Consideration.   As soon as practicable after the Effective Date, each holder of any of the  shares of American Stock entitled to receive the Merger Consideration, shall,  upon presentation and surrender of the certificates representing such shares  to the transfer agent or agents designated by FNB, be entitled to receive in  exchange therefor a check in settlement for cash payable for the American  Stock.

**ARTICLE III**

**OTHER AGREEMENTS**

** 3.1            Meeting  of Shareholders of American.**  (a)  American shall  call a special meeting of its shareholders (the “Special Meeting”)  to be held not more than ninety (90) days after the date of this Agreement for  the purpose of submitting the Agreement and the Merger Agreement to such  shareholders for their approval.  In connection with the Special Meeting,  American shall prepare and submit to the American shareholders a notice of  meeting, proxy statement and proxy (the “American Proxy Materials”),  in which the Board of Directors of American shall, in accordance with Section  3.9 below, recommend a vote in favor of approval of the Agreement and the  Merger Agreement.

(b)            American  agrees to consult with FNB before mailing the American Proxy Materials, or any  amendment thereof or supplement thereto, to the American shareholders, and if  at any time prior to the Closing an event shall occur which should be set  forth in an amendment of, or a supplement to, the American Proxy Materials,  American agrees to promptly prepare and mail such an amendment or supplement;  provided that American will consult with FNB with respect to such amendment or  supplement, and will afford FNB reasonable opportunity to comment thereon.

**3.2            Absence  of Brokers.**  Each party hereto represents and warrants to  the other that no broker, finder or other financial consultant has acted on  its behalf in connection with this Agreement or the transactions contemplated  hereby.  Each party agrees to indemnify the other and hold and save it  harmless from any claim or demand for commissions or other compensation by any  broker, finder, financial consultant or similar agent claiming to have been  employed by or on behalf of such party.

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**3.3            Access  to Properties, Books, Etc.**  American shall allow FNB and  its authorized representatives full access during normal business hours from  and after the date hereof and prior to the Closing Date to all of its  respective properties, books, contracts, commitments and records, and shall  furnish FNB and its authorized representatives such information concerning its  affairs as FNB may reasonably request provided that such request shall be  reasonably related to the transactions contemplated by this Agreement and  shall not interfere unreasonably with normal operations.  American shall  cause its personnel, employees and other representatives to assist FNB in  making any such investigation.  During such investigation, FNB and its  authorized representatives shall have the right to make copies of such  records, files, tax returns and other materials as it may deem advisable and  shall advise American of those items of which copies are made.  No  investigation made heretofore or hereafter by FNB and its authorized  representatives shall affect the representations and warranties of American  hereunder.

**3.4            Confidentiality**.   Prior to consummation of the Merger, the parties to this Agreement will  provide one another with information which may be deemed by the party  providing the information to be confidential.  Each party agrees that it  will hold confidential and protect all information provided to it by the other  party to this Agreement or such party’s affiliates, except that the  obligations contained in this Section 3.4 shall not in any way restrict  the rights of any party or person to use information that (i) was known to  such party prior to the disclosure by the other party; (ii) is or becomes  generally available to the public other than by breach of this Agreement; or  (iii) otherwise becomes lawfully available to a party to this Agreement on a  nonconfidential basis from a third party who is not under an obligation of  confidence to the other party to this Agreement.  If this Agreement is  terminated prior to the Closing, each party hereto agrees to return all  documents, statements and other written materials, whether or not  confidential, and all copies thereof, provided to it by or on behalf of the  other party to this Agreement.  The provisions of this Section 3.4  shall survive termination, for any reason whatsoever, of this Agreement, and,  without limiting the remedies of the parties hereto in the event of any breach  of this Section 3.4, the parties hereto will be entitled to seek  injunctive relief against the other party in the event of a breach or  threatened breach of this Section 3.4.

**3.5            Full  Cooperation**. The parties shall cooperate fully with each other  in connection with any acts or actions required to be taken as part of their  respective obligations under this Agreement.

**3.6            Expenses**.   Except as otherwise set forth in Section 10.2, all of the expenses  incurred by FNB in connection with the authorization, preparation, execution  and performance of this Agreement and the Merger Agreement including, without  limitation, all fees and expenses of its agents, representatives, counsel and  accountants and all regulatory applications with state and federal authorities  in connection with the transactions contemplated hereby and thereby, shall be  paid by FNB, and all expenses incurred by American in connection with the  authorization, preparation, execution and performance of this Agreement and  the Merger Agreement, including, without limitation, all fees and expenses of  its agents, representatives, counsel and accountants for American and the cost  of reproducing and mailing the American Proxy Materials, shall be paid by  American.

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**3.7            Preservation  of Goodwill**.  American shall use its best efforts to  preserve its business organization, to keep available the services of its  present employees, and to preserve the goodwill of customers and others having  business relations with it.

**3.8            Approvals  and Consents**.  Each party hereto represents and warrants  to and covenants with the other that it will use its best efforts, and will  cause its officers, directors, employees and agents and its subsidiaries and  any subsidiary’s officers, directors, employees and agents to use their best  efforts, to obtain as soon as is reasonably practicable all approvals and  consents of state and federal departments or agencies required or deemed  necessary for consummation of the transactions contemplated by this Agreement  and the Merger Agreement.

**3.9            Agreement  by American Executive Officers and Directors.**  Each of the  directors and executive officers of American will, contemporaneously with the  execution of this Agreement, execute and deliver to FNB an agreement, the form  of which is attached hereto as Exhibit B, pursuant to which each of  them agrees, subject to their fiduciary duty, (i) to recommend to American  shareholders approval of the Merger, and (ii) to vote the capital stock of  American owned or controlled by them in favor of the Merger.

**3.10            Press  Releases.**  Prior to the Effective Date, American and FNB shall  agree with each other as to the form and substance of any press release or  other public disclosure materially related to this Agreement or any other  transaction contemplated hereby; provided, however, that nothing in this Section  3.10 shall be deemed to prohibit any party from making any disclosure  which its counsel deems necessary or advisable in order to satisfy such party’s  disclosure obligations imposed by law.

**3.11            Employee  Benefits and Contracts.**  Following the Effective Date, FNB shall  provide generally to officers, employees and former employees of American who  continue employment with FNB employee benefits on terms and conditions which,  when taken as a whole, are substantially similar to those then currently  provided by FNB to its other similarly situated officers, employees and former  employees.  For purposes of eligibility to participate and any vesting  determinations in connection with the provision of any such employee benefits,  service with American prior to the Effective Date shall be counted.  FNB  shall also honor in accordance with their terms all employment, severance,  consulting, option and other contracts of a compensatory nature to the extent  disclosed in the American Disclosure Memorandum between American and any  current or former director, officer or employee thereof and no other contracts  of the types described that are not so disclosed shall be deemed to be assumed  by FNB by reason of this Section 3.11.  If, during the calendar  year in which falls the Effective Date, FNB shall terminate any “group  health plan”, within the meaning of Section 4980B(g)(2) of the Internal  Revenue Code, in which one or more American employees participated immediately  prior to the Effective Date (an “American Plan”), FNB shall cause  any successor group health plan to waive any underwriting requirements; to  give credit for any such American employee’s participation in the American  Plan prior to the Effective Date for purposes of applying any pre-existing  condition limitations set forth therein; and to give credit for covered  expenses paid by any such American employee under an American Plan prior to  the Effective Date towards satisfaction of any annual deductible limitation  and out-of-pocket maximum applied under such successor group health  plan.  

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 FNB also shall be considered a successor employer for and shall  provide to “qualified beneficiaries”, determined immediately prior to the  Effective Date, under any American Plan appropriate “continuation coverage”  (as those terms are defined in Section 4980B of the Internal Revenue Code)  following the Effective Date under either the American Plan or any successor  group health plan maintained by FNB.

**3.12             Acquisition Proposals.**  (a)  American shall not  solicit or encourage inquiries or proposals with respect to, or furnish any  nonpublic information relating to or participate in any negotiations or  discussions concerning, any acquisition or purchase of all or a substantial  portion of the assets of, or a substantial equity interest in American, or any  merger or other business combination with American (each, an “Acquisition  Proposal”), other than as contemplated by this Agreement.  American  shall instruct its officers, directors, agents, advisors and affiliates to  refrain from taking any action that would violate or conflict with any of the  foregoing, and it shall notify FNB immediately if any such inquiries or  proposals are received by, or any such negotiations or discussions are sought  to be initiated with American.

(b)          Nothing in this Section 3.12 shall prevent American or the board of  directors of American from engaging in negotiations or discussions with any  person who has made an unsolicited bona fide written proposal, if and only to  the extent that the board of directors of American determines in good faith  (and after consultation with its legal counsel) that the proposal, if  accepted, is reasonably likely to be consummated without significant delay,  taking into account all legal, financial and regulatory aspects of the  proposal and the person making the proposal, and would, if consummated, result  in a transaction more favorable to the holders of shares of American Stock  from a financial point of view than the Merger.  If such negotiations or  discussions are initiated, American agrees that it will immediately notify FNB,  and will, from time-to-time (or at any time at the request of FNB), notify FNB  of the progress thereof, including all current terms and any other information  that FNB may from time-to-time request.

**ARTICLE IV**

**REPRESENTATIONS  AND WARRANTIES OF AMERICAN**

As an inducement to FNB to enter into  this Agreement and to consummate the transactions contemplated hereby,  American represents, warrants, covenants and agrees as follows:

**4.1             American Disclosure Memorandum.**  By October 4, 2001,  American will deliver to FNB a memorandum (the “American Disclosure  Memorandum”) containing certain information regarding American as  indicated at various places in this Agreement.  All information set forth  in the American Disclosure Memorandum or in documents incorporated by  reference in the American Disclosure Memorandum is true, correct and complete,  does not omit to state any fact necessary in order to make the statements  therein not misleading, and shall be deemed for all purposes of this Agreement  to constitute part of the representations and warranties of American under  this Article IV.  The information contained in the American  Disclosure Memorandum shall be deemed to be part of and qualify all  representations and warranties contained in this Article IV

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and the  covenants in Article V to the extent applicable.  All information  in each of the documents and other writings furnished to FNB pursuant to this  Agreement or the American Disclosure Memorandum is or will be true, correct  and complete and does not and will not omit to state any fact necessary in  order to make the statements therein not misleading.  American shall  promptly provide FNB with written notification of any event, occurrence or  other information necessary to maintain the American Disclosure Memorandum and  all other documents and writings furnished to FNB pursuant to this Agreement  as true, correct and complete in all material respects at all times prior to  and including the Closing.  American agrees that upon receipt of the  American Disclosure Memorandum, FNB shall have until November 1, 2001 to  review the American Disclosure Memorandum and to terminate this Agreement if  for any reason in its sole discretion FNB believes that proceeding with the  Merger in light of the contents of such memorandum or the results of FNB’s  due diligence review would be detrimental to FNB.

**4.2             Corporate and Financial.**

**4.2.1             Authority.**  Subject to the approval of various state  and federal regulators and American Shareholders, the execution, delivery and  performance of this Agreement and the other transactions contemplated or  required in connection herewith will not, with or without the giving of notice  or the passage of time, or both, (a) violate any provision of federal or state  law applicable to American, the violation of which could be reasonably  expected to have a material adverse effect on the business, operations,  properties, assets, financial condition or prospects of American; (b) violate  any provision of the articles of incorporation or bylaws of American; (c)  conflict with or result in a breach of any provision of, or termination of, or  constitute a default under any instrument, license, agreement, or commitment  to which American is a party, which, singly or in the aggregate, could  reasonably be expected to have a material adverse effect on the business,  operations, properties, assets, financial condition or prospects of American;  or (d) constitute a violation of any order, judgment or decree to which  American is a party, or by which American or any of its assets or properties  are bound.  Assuming this Agreement constitutes the valid and binding  obligation of FNB, this Agreement constitutes the valid and binding obligation  of American, and is enforceable in accordance with its terms, except as  limited by laws affecting creditors’ rights generally and by the discretion  of courts to compel specific performance.

**4.2.2             Corporate Status. **American is a bank duly organized,  validly existing and in good standing under the laws of the state of Georgia  and has no direct or indirect subsidiaries.  American has all of the  requisite corporate power and authority and is entitled to own or lease its  properties and assets and to carry on its businesses as and in the places  where such properties or assets are now owned, leased or operated and such  business is now conducted.

**4.2.3       Capital Structure.**  (a)  American has an  authorized capital stock consisting of 7,000,000 shares, $5.00 par value of  common stock, of which 742,446 shares are issued and outstanding as of the  date hereof.  All of the outstanding shares of American Stock are duly  and validly issued, fully paid and non-assessable and were offered, issued and  sold in compliance with all applicable federal and state securities  laws.  No person has any right of rescission or claim for damages under  federal or state securities laws with respect to the issuance

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of any shares of  American Stock previously issued.  None of the shares of American Stock  have been issued in violation of any preemptive or other rights of its  shareholders.

(b)          Except as set forth in the American Disclosure Memorandum, American does not  have outstanding any securities which are either by their terms or by contract  convertible or exchangeable into capital stock of American, or any other  securities or debt, of American, or any preemptive or similar rights to  subscribe for or to purchase, or any options or warrants or agreements or  understandings for the purchase or the issuance (contingent or otherwise) of,  or any calls, commitments or claims of any character relating to, its capital  stock or securities convertible into its capital stock.  American is not  subject to any obligation (contingent or otherwise) to repurchase or otherwise  acquire or retire, or to register, any shares of its capital stock.

(c)          There is no agreement, arrangement or understanding to which American is a  party restricting or otherwise relating to the transfer of any shares of  capital stock of American.

(d)          All shares of common stock or other capital stock, or any other securities or  debt, of American, which have been purchased or redeemed by American have been  purchased or redeemed in accordance with all applicable federal, state and  local laws, rules, and regulations, including, without limitation, all federal  and state securities laws and rules and regulations of any securities exchange  or system on which such stock, securities or debt are, or at such time were,  traded, and no such purchase or redemption has resulted or will, with the  giving of notice or lapse of time, or both, result in a default or  acceleration of the maturity of, or otherwise modify, any agreement, note,  mortgage, bond, security agreement, loan agreement or other contract or  commitment of American.

**4.2.4             Corporate Records.**  The stock records and minute books  of American, whether heretofore or hereafter furnished or made available to  FNB by American, (a) fully and accurately reflect all issuances, transfers and  redemptions of the American Stock, (b) correctly show the record addresses and  the number of shares of such stock issued and outstanding on the date hereof  held by the shareholders of American, (c) correctly show all corporate action  taken by the directors and shareholders of American (including actions taken  by consent without a meeting) and (d) contain true and correct copies or  originals of the respective articles of incorporation and all amendments  thereto, bylaws as amended and currently in force, and the minutes of all  meetings or consent actions of its directors and shareholders.  No  resolutions, regulations or bylaws have been passed, enacted, consented to or  adopted by such directors or shareholders except those contained in the minute  books.  All corporate records have been maintained in accordance with all  applicable statutory requirements and are complete and accurate.

**4.2.5       Tax Returns; Taxes.**  (a)  American has duly filed  (i) all required federal and state tax returns and reports, and (ii) all  required returns and reports of other governmental units having jurisdiction  with respect to taxes imposed upon its income, properties, revenues,  franchises, operations or other assets or taxes imposed which might create a  material lien or

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encumbrance on any of such assets or affect materially and  adversely its business or operations.  Such returns or reports are, and  when filed will be, true, complete and correct, and American has paid, to the  extent such taxes or other governmental charges have become due, all taxes and  other governmental charges set forth in such returns or reports.  All  federal, state and local taxes and other governmental charges paid or payable  by American have been paid, or have been accrued or reserved on its books in  accordance with generally accepted accounting principles applied on a basis  consistent with prior periods.  Adequate reserves for the payment of  taxes have been established on the books of American for all periods through  the date hereof, whether or not due and payable and whether or not  disputed.  Until the Closing Date, American shall continue to provide  adequate reserves for the payment of expected tax liabilities in accordance  with generally accepted accounting principles applied on a basis consistent  with prior periods.  American has not received any notice of a tax  deficiency or assessment of additional taxes of any kind and there is no  threatened claim against American, or any basis for any such claim, for  payment of any additional federal, state, local or foreign taxes for any  period prior to the date of this Agreement in excess of the accruals or  reserves with respect to any such claim shown in the 2000 American Financial  Statements (described in Section 4.2.6 below) or disclosed in the notes  with respect thereto.  There are no waivers or agreements by American for  the extension of time for the assessment of any taxes.  The federal  income tax returns of American have not been examined by the Internal Revenue  Service for any period since December 31, 1995.

(b)          Except as set forth in the American Disclosure Memorandum, proper and accurate  amounts have been withheld by American from its employees for all periods in  full and complete compliance with the tax withholding provisions of applicable  federal, state and local tax laws, and proper and accurate federal, state and  local tax returns have been filed by American for all periods for which  returns were due with respect to withholding, social security and unemployment  taxes, and the amounts shown thereon to be due and payable have been paid in  full.

**4.2.6             Financial Statements.**  American has delivered to FNB  true, correct and complete copies of the audited financial statements of  American for the years ended December 31, 2000, 1999 and 1998, including  balance sheets, statements of income, statements of shareholders’ equity,  statements of cash flows and related notes (the audited financial statements  for the year ended December 31, 2000 being referred to as the “2000  American Financial Statements”).  All of such financial statements  have been prepared in accordance with generally accepted accounting principles  consistently applied and present fairly the assets, liabilities and financial  condition of American as of the dates indicated therein and the results of its  operations for the respective periods then ended.

**4.2.7             Regulatory Reports.**  American has made available to FNB  for review and inspection its year-end Report of Condition and year-end Report  of Income and Dividends as filed with the Federal Deposit Insurance  Corporation (the “FDIC”) for each of the three years ended December  31, 2000, 1999 and 1998, together with all such other reports filed for the  same three-year period with the FDIC, and the Department of Banking and  Finance of the State of Georgia (the “Department of Banking”), and  other applicable regulatory agencies (collectively, the “American Reports”).   All of the American Reports, as amended, have been prepared in

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accordance with  applicable rules and regulations applied on a basis consistent with prior  periods and contain in all material respects all information required to be  presented therein in accordance with such rules and regulations.

**4.2.8             Accounts.**  The American Disclosure Memorandum contains  a list of each and every bank and other institution in which American  maintains an account or safety deposit box, the account numbers, and the names  of all persons who are presently authorized to draw thereon, have access  thereto or give instructions regarding distribution of funds or assets  therein.

**4.2.9           Notes and Obligations.**  (a) Except as set forth in the  American Disclosure Memorandum or as provided for in the loss reserve  described in subsection (b) below, all notes receivable or other obligations  owned by American or due to it shown in the 2000 American Financial Statements  and any such notes receivable and obligations on the date hereof and on the  Closing Date are and will be genuine, legal, valid and collectible obligations  of the respective makers thereof and are not and will not be subject to any  offset or counterclaim.  Except as set forth in subsection (b) below, all  such notes and obligations are evidenced by written agreements, true and  correct copies of which will be made available to FNB for examination prior to  the Closing Date.  All such notes and obligations were entered into by  American in the ordinary course of its business and in compliance with all  applicable laws and regulations.

(b)             American has established a loss reserve in the 2000 American Financial  Statements and as of the date of this Agreement and will establish a loan loss  reserve as of the Closing Date which is adequate to cover anticipated losses  which might result from such items as the insolvency or default of borrowers  or obligors on such loans or obligations, defects in the notes or evidences of  obligation (including losses of original notes or instruments), offsets or  counterclaims properly chargeable to such reserve, or the availability of  legal or equitable defenses which might preclude or limit the ability of  American to enforce the note or obligation, and the representations set forth  in subsection (a) above are qualified in their entirety by the aggregate of  such loss reserve.  Except as described in the American Disclosure  Memorandum, at the Closing Date, the ratio of the loss reserve, established on  such date in good faith by American, to total loans outstanding at such time  shall not exceed the ratio of the loan loss reserve to the total loans  outstanding as reflected in the 2000 American Financial Statements,  established on or before such date in good faith by American, in accordance  with generally accepted accounting principles.

**4.2.10             Liabilities.**  American has no debt, liability or  obligation of any kind required to be shown pursuant to generally accepted  accounting principles on the consolidated balance sheet of American, whether  accrued, absolute, known or unknown, contingent or otherwise, including, but  not limited to (a) liability or obligation on account of any federal, state or  local taxes or penalty, interest or fines with respect to such taxes, (b)  liability arising from or by virtue of the distribution, delivery or other  transfer or disposition of goods, personal property or services of any type,  kind or variety, (c) unfunded liabilities with respect to any pension, profit  sharing or employee stock ownership plan, whether operated by American or any  other entity covering employees of American, or (d) environmental liabilities,  except (i) those reflected in the

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2000 American Financial Statements, and (ii)  as disclosed in the American Disclosure Memorandum.

**4.2.11             Absence of Changes.**  Except as specifically provided  for in this Agreement or specifically set forth in the American Disclosure  Memorandum, since December 31, 2000:

(a)          there has been no change in the business, assets, liabilities, results of  operations or financial condition of American, or in any of its relationships  with customers, employees, lessors or others, other than changes in the  ordinary course of business, none of which individually or in the aggregate  has had, or may have, a material adverse effect on such businesses or  properties;

(b)          there has been no material damage, destruction or loss to the assets,  properties or business of American, whether or not covered by insurance, which  has had, or may have, an adverse effect thereon;

(c)          the business of American has been operated in the ordinary course, and not  otherwise;

(d)          the properties and assets of American used in its business have been  maintained in good order, repair and condition, ordinary wear and tear  excepted;

(e)          the books, accounts and records of American have been maintained in the usual,  regular and ordinary manner;

(f)           there has been no declaration, setting aside or payment of any dividend or  other distribution on or in respect of the capital stock of American;

(g)          there has been no increase in the compensation or in the rate of compensation  or commissions payable or to become payable by American to any director or  executive officer, or to any employee earning $35,000 or more per annum, or  any general increase in the compensation or in the rate of compensation  payable or to become payable to employees of American earning less than  $35,000 per annum (“general increase” for the purpose hereof meaning any  increase generally applicable to a class or group of employees, but not  including increases granted to individual employees for merit, length of  service, change in position or responsibility or other reasons applicable to  specific employees and not generally to a class or group thereof), or any  director, officer, or employee hired at a salary in excess of $35,000 per  annum, or any increase in any payment of or commitment to pay any bonus,  profit sharing or other extraordinary compensation to any employee;

(h)          there has been no change in the articles of incorporation or bylaws of  American;

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(i)           there has been no labor dispute, unfair labor practice charge or employment  discrimination charge, nor any organizational effort by any union, or  institution or threatened institution, of any effort, complaint or other  proceeding in connection therewith, involving American, or affecting its  operations;

(j)           there has been no issuance, sale, repurchase, acquisition, or redemption by  American of any of its capital stock, bonds, notes, debt or other securities,  and there has been no modification or amendment of the rights of the holders  of any outstanding capital stock, bonds, notes, debt or other securities  thereof;

(k)          there has been no mortgage, lien or other encumbrance or security interest  (other than liens for current taxes not yet due or purchase money security  interests arising in the ordinary course of business) created on or in  (including without limitation, any deposit for security consisting of) any  asset or assets of American or assumed by it with respect to any asset or  assets;

(l)           there has been no indebtedness or other liability or obligation (whether  absolute, accrued, contingent or otherwise) incurred by American which would  be required to be reflected on a balance sheet of American prepared as of the  date hereof in accordance with generally accepted accounting principles  applied on a consistent basis, except as incurred in the ordinary course of  business;

(m)         no obligation or liability of American has been discharged or satisfied, other  than in the ordinary course of business;

(n)          there have been no sales, transfers or other dispositions of any asset or  assets of American, other than sales in the ordinary course of business; and

(o)          there has been no amendment, termination or waiver of any right of American  under any contract or agreement or governmental license, permit or permission  which has had or may have an adverse effect on its business or properties.

**4.2.12             Litigation and Proceedings.**  Except as set forth on the  American Disclosure Memorandum, there are no actions, decrees, suits,  counterclaims, claims, proceedings or governmental actions or investigations,  pending or threatened against, by or affecting American, or any officer,  director, employee or agent in such person’s capacity as an officer,  director, employee or agent of American or relating to the business or affairs  of American, in any court or before any arbitrator or governmental agency, and  no judgment, award, order or decree of any nature has been rendered against or  with respect thereto by any agency, arbitrator, court, commission or other  authority, nor does American have any unasserted contingent liabilities which  might have an adverse effect on its assets or on the operation of its  businesses or which might prevent or impede the consummation of the  transactions contemplated by this Agreement.

**4.2.13**     **Proxy Materials. **Neither the American Proxy Materials nor  other materials furnished by American to the American shareholders in  connection with the transactions

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contemplated by this Agreement or the Merger  Agreement, or in any amendments thereof or supplements thereto, will, at the  times such documents are distributed to the holders of shares of American  Stock and through the acquisition of shares of American Stock by FNB pursuant  to the Merger, contain with respect to American any untrue statement of a  material fact or omit to state any information required to be stated therein  or omit to state any material fact necessary in order to make the statements  therein, in light of the circumstances under which they are made with respect  to American, not misleading.

**4.3             Business Operations.**

**4.3.1             Customers.**  American has no knowledge of any presently  existing facts which could reasonably be expected to result in the loss of any  material borrower or depositor or in American’ inability to collect amounts  due therefrom or to return funds deposited thereby, except as set forth on the  American Disclosure Memorandum.

**4.3.2             Permits; Compliance with Law.**  (a) American has all  permits, licenses, approvals, authorizations and registrations under all  federal, state, local and foreign laws required for American to carry on its  business as presently conducted, and all of such permits, licenses, approvals,  authorizations and registrations are in full force and effect, and no  suspension or cancellation of any of them is pending or threatened.

  (b)            American  has complied with all laws, regulations, ordinances, rules, and orders  applicable to it or its business, except for any non-compliance which would  not have a material adverse effect on American.  The American Disclosure  Memorandum contains a list of any known violations of such laws, regulations,  ordinances, rules or orders by any present officer, director, or employee of  American which occurred since December 31, 1995, and which resulted in any  order, proceeding, judgment or decree which would be required to be disclosed  pursuant to Item 401(f) of Regulation S–K promulgated by the Securities and  Exchange Commission if American had been subject to the reporting requirements  under the 1933 Act or the Securities Exchange Act of 1934.  No past  violation of any such law, regulation, ordinance, rule or order has occurred  which could impair the right or ability of American to conduct its business.

(c)            Except  as set forth in the American Disclosure Memorandum, no notice or warning from  any governmental authority with respect to any failure or alleged failure of  American to comply in any respect with any law, regulation, ordinance, rule or  order has been received, nor is any such notice or warning proposed or  threatened.

**4.3.3            Environmental.**   (a) Except as set forth in the American Disclosure Memorandum, American:

> 
(i)       has not caused or permitted, and has no knowledge of any claim regarding  the environmental condition of the property or the generation, manufacture,  use, or handling or the release or presence of, any Hazardous Material on, in,  under or from any properties or facilities currently owned or leased by  American or adjacent to any properties so owned or leased; and

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> 
(ii)       has complied in all material respects with, and has kept all records and  made all filings or reports required by, and is otherwise in compliance with  all applicable federal, state and local laws, regulations, orders, permits and  licenses relating to the generation, treatment, manufacture, use, handling,  release or presence of any Hazardous Material on, in, under or from any  properties or facilities currently owned or leased by American.

(b)            Except  as set forth in the American Disclosure Memorandum, neither American nor any  of its officers, directors, employees or agents, in the course of such  individual’s employment by American, has given advice with respect to, or  participated in any respect in, the management or operation of any entity or  concern whose business relates in any way to the generation, storage,  handling, disposal, transfer, production, use or processing of Hazardous  Material, nor has American foreclosed on any property on which there is a  threatened release of any Hazardous Material, or on which there has been such  a release and full remediation has not been completed, or any property on  which contained (not released) Hazardous Material is or was located.

(c)            Except  as set forth in the American Disclosure Memorandum, neither American, nor any  of its officers, directors, employees, or agents, is aware of, has been told  of, or has observed, the presence of any Hazardous Material on, in, under, or  around property on which American holds a legal or security interest, in  violation of, or creating a liability under, federal, state, or local  environmental statutes, regulations, or ordinances.

(d)            The term  “Hazardous Material” means any substance whose nature, use, manufacture,  or effect render it subject to federal, state or local regulation governing  that material’s investigation, remediation or removal as a threat or  potential threat to human health or the environment and includes, without  limitation, any substance within the meaning of “hazardous substances”  under the Comprehensive Environmental Response, Compensation and Liability  Act, 42 U.S.C. § 9601, “hazardous wastes” within the meaning of the  Resource Conservation and Recovery Act, 42 U.S.C. § 6921, any petroleum  product, including any fraction of petroleum, or any asbestos containing  materials.  However, the term “Hazardous Material” shall not include  those substances which are normally and reasonably used in connection with the  occupancy or operation of office buildings (such as cleaning fluids, and  supplies normally used in the day to day operation of business offices).

**4.3.4            Insurance.**   The American Disclosure Memorandum contains a complete list and description  (including the expiration date, premium amount and coverage thereunder) of all  policies of insurance and bonds presently maintained by, or providing coverage  for, American or any of its officers, directors and employees, all of which  are, and will be maintained through the Closing Date, in full force and  effect, together with a complete list of all pending claims under any of such  policies or bonds.  All terms, obligations and provisions of each of such  policies and bonds have been complied with, all premiums due thereon have been  paid, and no notice of cancellation with respect thereto has been  received.  Except as set forth in the American Disclosure Memorandum,  such policies and bonds provide adequate coverage to insure the

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properties and  businesses of American and the activities of its officers, directors and  employees against such risks and in such amounts as are prudent and  customary.   American will not as of the Closing Date have any liability  for premiums or for retro–spective premium adjustments for any period prior  to the Closing Date.  American has heretofore made, or will hereafter  make, available to FNB a true, correct and complete copy of each insurance  policy and bond in effect since December 31, 1995 with respect to the business  and affairs of American.

**4.4            Properties  and Assets.**

**4.4.1            Contracts  and Commitments.**  The American Disclosure Memorandum contains a  list identifying and briefly describing all written contracts, purchase  orders, agreements, security deeds, guaranties or commitments to which  American is a party or by which it may be bound involving the payment or  receipt, actual or contingent, of more than $25,000 or having a term or  requiring performance over a period of more than ninety (90) days.  Each  such contract, agreement, guaranty and commitment of American is in full force  and effect and is valid and enforceable in accordance with its terms, and  constitutes a legal and binding obligation of the respective parties thereto  and is not the subject of any notice of default, termination, partial  termination or of any ongoing, pending, completed or threatened investigation,  inquiry or other proceeding or action that may give rise to any notice of  default, termination or partial termination.  American has complied in  all material respects with the provisions of such contracts, agreements,  guaranties and commitments.  A true and complete copy of each such  document has been or will be made available to FNB for examination.

**4.4.2            Licenses;  Intellectual Property.**  American has all patents, trademarks,  trade names, service marks, copyrights, trade secrets and know-how reasonably  necessary to conduct its business as presently conducted and, except as  described in the American Disclosure Memorandum, American is not a party,  either as licensor or licensee, to any agreement for any patent, process,  trademark, service mark, trade name, copyright, trade secret or other  confidential information and there are no rights of third parties with respect  to any trademark, service mark, trade secrets, confidential information, trade  name, patent, patent application, copyright, invention, device or process  owned or used by American or presently expected to be used by it in the  future.  All patents, copyrights, trademarks, service marks, trade names,  and applications therefor or registrations thereof, owned or used by American,  are listed in the American Disclosure Memorandum.  American has complied  with all applicable laws relating to the filing or registration of “fictitious  names” or trade names.

**4.4.3            Personal  Property.**  American has good and marketable title to all of its  personalty, tangible and intangible, reflected in the 2000 American Financial  Statements (except as since sold or otherwise disposed of by it in the  ordinary course of business), free and clear of all encumbrances, liens or  charges of any kind or character, except (i) those referred to in the notes to  the 2000 American Financial Statements as securing specified liabilities (with  respect to which no default exists or is claimed to exist), (ii) those  described in the American Disclosure Memorandum and (iii) liens for taxes not  due and payable.

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**4.4.4            American  Leases.**  (a)  All leases (the “American Leases”)  pursuant to which American is lessor or lessee of any real or personal  property (such property, the “Leased Property”) are valid and  enforceable in accordance with their terms; there is not under any of the  American Leases any default or any claimed default by American, or event of  default or event which with notice or lapse of time, or both, would constitute  a default by American and in respect of which adequate steps have not been  taken to prevent a default on its part from occurring.

(b)            The  copies of the American Leases heretofore or hereafter furnished or made  available by American to FNB are true, correct and complete, and the American  Leases have not been modified in any respect other than pursuant to  amendments, copies of which have been concurrently delivered or made available  to FNB, and are in full force and effect in accordance with their terms.

(c)            Except  as set forth in the American Disclosure Memorandum, there are no contractual  obligations, agreements in principle or present plans for American to enter  into new leases of real property or to renew or amend existing American Leases  prior to the Closing Date.

**4.4.5            Real  Property.**  (a)  American does not own any interest in any  real property (other than as lessee) except as set forth in the American  Disclosure Memorandum (such properties being referred to herein as “American  Realty”).  Except as disclosed in the American Disclosure  Memorandum, American has good title to the American Realty and the titles to  the American Realty are covered by title insurance policies providing coverage  in the amount of the original purchase price, true, correct and complete  copies of which have been or will be furnished to FNB with the American  Disclosure Memorandum.  American has not encumbered the American Realty  since the effective dates of the respective title insurance policies.

(b)            Except  as set forth in the American Disclosure Memorandum, the interests of American  in the American Realty and in and under each of the American Leases are free  and clear of any and all liens and encumbrances and are subject to no present  claim, contest, dispute, action or threatened action at law or in equity.

(c)            The  present and past use and operations of, and improvements upon, the American  Realty and all real properties leased by American (the “American Leased  Real Properties”) are in compliance in all material respects with all  applicable building, fire, zoning and other applicable laws, ordinances and  regulations and with all deed restrictions of record, no notice of any  violation or alleged violation thereof has been received, and there are no  proposed changes therein that would affect the American Realty, the American  Leased Real Properties or their uses.

(d)            Except  as set forth in the American Disclosure Memorandum, no rent has been paid in  advance and no security deposit has been paid by, nor is any brokerage  commission payable by or to, American with respect to any Lease pursuant to  which it is lessor or lessee.

(e)            American  is not aware of any proposed or pending change in the zoning of, or of any  proposed or pending condemnation proceeding with respect to, any of the  American

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Realty or the American Leased Real Properties which may adversely  affect the American Realty or the American Leased Real Properties or the  current or currently contemplated use thereof.

(f)            The  buildings and structures owned, leased or used by American are, taken as a  whole, in good operating order (except for ordinary wear and tear), usable in  the ordinary course of business, and are sufficient and adequate to carry on  the business and affairs of American.

**4.5            Employees  and Benefits.**

**4.5.1            Directors  or Officers of Other Corporations.**  Except as set forth in the  American Disclosure Memorandum, no director, officer, or employee of American  serves, or in the past five years has served, as a director or officer of any  other corporation on behalf of or as a designee of American or any of its  subsidiaries.

**4.5.2            Employee  Benefits.**(a)  Except as set forth in the American Disclosure  Memorandum, American does not provide and is not obligated to provide,  directly or indirectly, any benefits for employees, including, without  limitation, any pension, profit sharing, stock option, retirement bonus,  hospitalization, medical, insurance, vacation or other employee benefits under  any practice, agreement or understanding.

(b)            The  American Disclosure Memorandum lists separately any employee benefit plan  within the meaning of Section 3(3) of the Employee Retirement Income Security  Act of 1974, as amended (“ERISA”) sponsored by American  (collectively, “ERISA Plans”).  True, correct and complete  copies of all ERISA Plans and, to the extent applicable, all related trust  agreements, insurance contracts, summary plan descriptions, Internal Revenue  Service determination letters and filings, the past three years of actuarial  reports and valuations, annual reports and Form 5500 filings (including  attachments), and any other related documents requested by FNB or its counsel  have been, or prior to the Closing Date will be, made available to FNB.

(c)            American  is not currently and has never been in the past required to contribute to a  multiemployer plan as defined in Section 3(37)(A) of ERISA.  American  does not maintain or contribute to, nor within the past six years has it  maintained or contributed to, an employee pension benefit plan as defined in  Section 3(2) of ERISA that is or was subject to Title IV of ERISA.

(d)            Each  ERISA Plan has been operated and administered in all material respects in  accordance with, and has been amended to comply with (unless such amendment is  not yet required), all applicable laws, rules and regulations, including,  without limitation, ERISA, the Internal Revenue Code of 1986, as amended (“Code”),  and the regulations issued under ERISA and the Code.  With respect to  each ERISA Plan, other than routine claims for benefits submitted in the  ordinary course of the benefits process, no litigation or administrative or  other proceeding is pending or threatened involving such ERISA Plan or any of  its fiduciaries.  With respect to each ERISA Plan, neither American nor  any of its directors, officers, employees or agents, nor any “party in  interest” or “disqualified person” (as such terms are defined in Section  3(14) of ERISA

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and Section 4975 of the Code) has  been engaged in or been a party to any transaction relating to the ERISA Plan  which would constitute a breach of fiduciary duty under ERISA or a “prohibited  transaction” (as such term is defined in Section 406 of ERISA or Section  4975 of the Code), unless such transaction is specifically permitted under  Sections 407 or 408 of ERISA, Section 4975 of the Code or a class or  administrative exemption issued by the Department of Labor.  Each ERISA  Plan that is a group health plan within the meaning of Section 607(l) of ERISA  and Section 4980B of the Code is in material compliance with the continuation  coverage requirements of Section 501 of ERISA and Section 4980B of the Code.

(e)            Of the  ERISA Plans, the “employee pension benefit plans” within the meaning of  Section 3(2) of ERISA (collectively, the “Employee Pension Benefit Plans”)  are separately identified on the American Disclosure Memorandum.  With  respect to each Employee Pension Benefit Plan, except as set forth on the  American Disclosure Memorandum: (i) such Employee Pension Benefit Plan  constitutes a qualified plan within the meaning of Section 401(a) of the Code  and the trust is exempt from federal income tax under Section 501(a) of the  Code; (ii) all contributions required by such plan have been made or will be  made on a timely basis; and (iii) no termination, partial termination or  discontinuance of contributions has occurred without a determination by the  IRS that such action does not affect the tax-qualified status of such plan.

(f)            As of  the Closing Date, with respect to each ERISA Plan, American will have provided  adequate reserves, or insurance or qualified trust funds, to provide for all  payments and contributions required, or reasonably expected to be required, to  be made under the provisions of such ERISA Plan or required to be made under  applicable laws, rules and regulations, with respect to any period prior to  the Closing Date to the extent reserves are required under generally accepted  accounting principles, based on an actuarial valuation satisfactory to the  actuaries of American representing a projection of claims expected to be  incurred under such ERISA Plan.

(g)            Except  as disclosed in the American Disclosure Memorandum, American does not provide  and has no obligation to provide benefits, including, without limitation,  death, health or medical benefits (whether or not insured) with respect to  current or former employees of American beyond their retirement or other  termination of service with American other than (i) coverage mandated by  applicable Law, (ii) benefits under the Employee Pension Benefit Plans, or  (iii) benefits the full cost of which is borne by the current or former  employee or his beneficiary.

(h)            Except  as disclosed in the American Disclosure Memorandum, neither this Agreement nor  any transaction contemplated hereby will (i) entitle any current or former  employee, officer or director of American to severance pay, unemployment  compensation or any similar or other payment, or (ii) accelerate the time of  payment or vesting of, or increase the amount of compensation or benefits due  any such employee, officer or director.

**4.5.3            Labor-Related  Matters.**  Except as described in the American Disclosure  Memorandum, American is not, and has not been, a party to any collective  bargaining agreement or agreement of any kind with any union or labor  organization or to any agreement with any of its employees which is not  terminable at will or upon ninety (90) days notice at the election of, and

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without cost or penalty to, American.  American has not received at any  time in the past five (5) years, any demand for recognition from any union,  and no attempt has been made, or will have been made as of the Closing Date,  to organize any of its employees.  American has complied in all material  respects with all obligations under the National Labor Relations Act, as  amended, the Age Discrimination in Employment Act, as amended, and all other  federal, state and local labor laws and regulations applicable to  employees.  There are no unfair labor practice charges pending or  threatened against American, and there are, and in the past three (3) years  there have been, no charges, complaints, claims or proceedings, no slowdowns  or strikes pending or threatened against, or involving, as the case may be,  American with respect to any alleged violation of any legal duty (including  but not limited to any wage and hour claims, employment discrimination claims  or claims arising out of any employment relationship) by American as to any of  its employees or as to any person seeking employment therefrom, and no such  violations exist.

**4.5.4            Related  Party Transactions.**  Except for (a) loans and extensions of  credit made on substantially the same terms, including interest rates and  collateral, as those prevailing at the time for comparable transactions by  American with other persons who are not affiliated with American, and which do  not involve more than the normal risk of repayment or present other  unfavorable features, (b) deposits, all of which are on terms and conditions  identical to those made available to all customers of American at the time  such deposits were entered into, and (c) transactions specifically described  in the American Disclosure Memorandum, there are no contracts with or  commitments to present or former 5% or greater shareholders, directors,  officers, or employees involving the expenditure after December 31, 1995 of  more than $60,000 as to any one individual, including with respect to any  business directly or indirectly controlled by any such person, or $100,000 for  all such contracts or commitments in the aggregate for all such individuals  (other than contracts or commitments relating to services to be performed by  any officer, director or employee as a currently-employed employee of American).

**4.6            Other  Matters.**

**4.6.1            Regulatory  Reports.**  American will make available to FNB for review and  inspection all applications, reports or other documents filed by it for each  of its past three full fiscal years with any regulatory or governmental  agencies.  All of such applications, reports and other documents have  been prepared in accordance with applicable rules and regulations of the  regulatory agencies with which they were filed.

**4.6.2            Approvals,  Consents and Filings.**  Except for the approval of the  Department of Banking and the Office of the Comptroller of the Currency of the  United States (the “OCC”), or as set forth in the American  Disclosure Memorandum, neither the execution and delivery of this Agreement  nor the consummation of the transactions contemplated hereby or thereby will  (a) require any consent, approval, authorization or permit of, or filing with  or notification to, any governmental or regulatory authority, or (b) violate  any order, writ, injunction, decree, statute, rule or regulation applicable to  American, or any of American’ assets.

**4.6.3            Default.**   (a)  Except for those consents described in or set forth pursuant to Section  4.6.2 above, neither the execution of this Agreement nor consummation of  the

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transactions contemplated herein (i) constitutes a breach of or default  under any contract or commitment to which American is a party or by which  American or its properties or assets are bound, (ii) does or will result in  the creation or imposition of any security interest, lien, encumbrance,  charge, equity or restriction of any nature whatsoever in favor of any third  party upon any assets of American, or (iii) constitutes an event permitting  termination of any agreement or the acceleration of any indebtedness of  American.

(b)            American  is not in default under its articles of incorporation or bylaws or under any  term or provision of any security deed, mortgage, indenture or security  agreement or of any other contract or instrument to which American is a party  or by which it or any of its property is bound.

**4.6.4            Representations  and Warranties.**  No representation or warranty contained in this Article  IV or in any written statement delivered by or at the direction of  American pursuant hereto or in connection with the transactions contemplated  hereby contains or shall contain any untrue statement, nor shall such  representations and warranties taken as a whole omit any statement necessary  in order to make any statement not misleading.  Copies of all documents  that have been or will be furnished to FNB in connection with this Agreement  or pursuant hereto are or shall be true, correct and complete.

**ARTICLE V**

** CONDUCT OF  BUSINESS OF AMERICAN PENDING CLOSING**

Except as expressly otherwise provided herein, American covenants and agrees  that, without the prior written consent of FNB between the date hereof and the  Closing Date:

**5.1            Conduct  of Business**.  American will conduct its business only in  the ordinary course, without the creation of any indebtedness for borrowed  money (other than deposit and similar accounts and customary credit  arrangements between banks in the ordinary course of business).

**5.2            Maintenance  of Properties**.  American will maintain its properties and  assets in good operating condition, ordinary wear and tear excepted.

**5.3            Insurance**.   American will maintain and keep in full force and effect all of the insurance  referred to in Section 4.3.4 hereof or other insurance equivalent  thereto in all material respects.

**5.4            Capital  Structure**.  No change will be made in the authorized or  issued capital stock or other securities of American, and American will not  issue or grant any right or option to purchase or otherwise acquire any of the  capital stock or other securities of American.

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**5.5            Dividends**.   No dividend, distribution or payment will be declared or made in respect to  the American Stock and American will not, directly or indirectly, redeem,  purchase or otherwise acquire any of its capital stock.

**5.6            Amendment  of Articles; Corporate Existence**.  American will not amend  its articles of incorporation or bylaws, and American will maintain its  corporate existence and powers.

**5.7            No  Acquisitions**.  American shall not, without the express  written consent of FNB, acquire by merging or consolidating with, or by  purchasing a substantial portion of the assets of, or by any other manner, any  business or any corporation, partnership, association or other entity or  division thereof or otherwise acquire or agree to acquire any assets which are  material, individually or in the aggregate, to it.

**5.8            No  Dispositions**.  American will not sell, mortgage, lease,  buy or otherwise acquire, transfer or dispose of any real property or interest  therein (except for sales in the ordinary course of business) and American  will not, except in the ordinary course of business, sell or transfer,  mortgage, pledge or subject to any lien, charge or other encumbrance any other  tangible or intangible asset.

**5.9            Banking  Arrangements**.  No change will be made in the banking and  safe deposit arrangements referred to in Section 4.2.8 hereof.

**5.10            Contracts**.   Except for renewals of existing contracts in effect as of the date hereof, or  entering into a contract for the purpose of substituting a vendor under any  such existing contract, American will not, without the express written consent  of FNB, enter into any contract of the kind described in Section 4.4.1  hereof.

**5.11            Books  and Records**.  The books and records of American will be  maintained in the usual, regular and ordinary course.

**5.12            Advice  of Changes**.  American shall promptly advise FNB orally and  in writing of any change or event having, or which could have, a material  adverse effect on the assets, liabilities, business, operations or financial  condition of American.

**5.13            Reports.**   American shall file all reports required to be filed with any regulatory or  governmental agencies between the date of this Agreement and the Closing Date  and shall deliver to FNB copies of all such reports promptly after the same  are filed.

**ARTICLE VI**

**REPRESENTATIONS  AND WARRANTIES OF FNB**

As an inducement to American to enter into this Agreement  and to  consummate the transactions contemplated hereby, FNB represents, warrants,  covenants and agrees as follows:

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**6.1            Corporate  Status. **FNB is a business corporation duly organized,  validly existing and in good standing under the laws of the State of Georgia  and has no direct or indirect subsidiaries, which are material to FNB, other  than FNB Griffin and Griffin Loans (the “FNB Subsidiaries.”)   FNB Griffin is duly organized, validly existing and in good standing under the  laws of the United States.  Griffin Loans is duly organized, validly  existing and in good standing under the laws of the State of Georgia.   FNB and the FNB Subsidiaries are entitled to own or lease their respective  properties and to carry on their respective businesses in the places where  such properties are now owned, leased or operated and such businesses are now  conducted.

**6.2            Authority.**   Subject to the approval of various state and federal regulators, the  execution, delivery and performance of this Agreement and the other  transactions contemplated or required in connection herewith will not, with or  without the giving of notice or the passage of time, or both, (a) violate any  provision of federal or state law applicable to FNB or FNB Griffin, the  violation of which could be reasonably expected to have a material adverse  effect on the business, operations, properties, assets, financial condition or  prospects of FNB; (b) violate any provision of the articles of incorporation  or bylaws of FNB, or the Articles of Association or bylaws of FNB Griffin; (c)  conflict with or result in a breach of any provision of, or termination of, or  constitute a default under any instrument, license, agreement, or commitment  to which FNB or FNB Griffin is a party, which, singly or in the aggregate,  could reasonably be expected to have a material adverse effect on the  business, operations, properties, assets, financial condition or prospects of  FNB; or (d) constitute a violation of any order, judgment or decree to which  FNB or FNB Griffin is a party, or by which FNB, FNB Griffin, or any of their  assets or properties are bound.  Assuming this Agreement constitutes the  valid and binding obligation of American, this Agreement constitutes the valid  and binding obligation of FNB, and is enforceable in accordance with its  terms, except as limited by laws affecting creditors’ rights generally and  by the discretion of courts to compel specific performance.

**6.3            Default.**   (a)  Except for those consents described in or set forth pursuant to Section  6.2 above, neither the execution of this Agreement nor consummation of the  transactions contemplated herein (i) constitutes a breach of or default under  any contract or commitment to which FNB or FNB Griffin is a party or by which  FNB, FNB Griffin, or their properties or assets are bound, (ii) does or will  result in the creation or imposition of any security interest, lien,  encumbrance, charge, equity or restriction of any nature whatsoever in favor  of any third party upon any assets of FNB or FNB Griffin, or (iii) constitutes  an event permitting termination of any agreement or the acceleration of any  indebtedness of FNB or FNB Griffin.

(b)            No  default exists under FNB’s articles of incorporation or bylaws, FNB Griffin’s  Articles of Association or bylaws, or under any term or provision of any  security deed, mortgage, indenture or security agreement, or of any other  contract or instrument to which FNB or FNB Griffin is a party or by which they  or any of their property is bound, which would have a material adverse effect  on its assets or on the operation of its businesses or which might prevent or  impede the consummation of the transactions contemplated by this Agreement.

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**6.4            Merger  Consideration.**  FNB agrees to pay to the shareholders of American  the cash consideration due to them under the terms of the Merger Agreement

**6.5            Representations  and Warranties.**  No representation or warranty contained in this Article  VI or in any written statement delivered by or at the direction of FNB  pursuant hereto or in connection with the transactions contemplated hereby  contains or shall contain any untrue statement, nor shall such representations  and warranties taken as a whole omit any statement necessary in order to make  any statement not misleading.  Copies of all documents that have been or  will be furnished to American in connection with this Agreement or pursuant  hereto are or shall be true, correct and complete.

**ARTICLE VII**

**CONDITIONS TO  OBLIGATIONS OF FNB**

All of the obligations of FNB under this Agreement are subject to the  fulfillment prior to or at the Closing Date of each of the following  conditions, any one or more of which may be waived by FNB:

**7.1            Veracity  of Representations and Warranties**.  The representations  and warranties of American contained herein or in any certificate, schedule or  other document delivered pursuant to the provisions hereof, or in connection  herewith, shall be true in all material respects as of the date when made and  shall be deemed to be made again at and as of the Closing Date and shall be  true in all material respects at and as of such time, except as a result of  changes or events expressly permitted or contemplated herein.

**7.2            Performance  of Agreements**.  American shall have performed and complied  with all agreements and conditions required by this Agreement to be performed  or complied with by it prior to or on the Closing Date.

**7.3            Certificates,  Resolutions, Opinion**.  American shall have delivered to  FNB:

(a)   a certificate executed by the President and Secretary of  American, dated as of the Closing Date, and certifying in such detail as FNB  may reasonably request to the fulfillment of the conditions specified in Sections  7.1 and 7.2 hereof;

(b)   duly adopted resolutions of the Board of Directors and  shareholders of American certified by the Secretary thereof, dated the Closing  Date, (i) authorizing and approving the execution of this Agreement (with  respect to the directors of American) and the Merger Agreement (with respect  to the directors and shareholders of American) and the consummation of the  transactions contemplated herein and therein in accordance with their  respective terms and (ii) authorizing all other necessary and proper corporate  action to enable American to comply with the terms hereof and thereof;

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(c)   certificate of the valid existence of American under the laws  of the State of Georgia, executed by the Secretary of State and the Department  of Banking, respectively, and dated not more than five (5) business days prior  to the Closing Date;

(d)   certificates from the appropriate public officials of the  State of Georgia, dated not more than five (5) business days prior to the  Closing Date, certifying that American has filed all corporate tax returns  required by the laws of such state and has paid all taxes shown thereon to be  due; and

(e)   an opinion of Powell, Goldstein, Frazier & Murphy, counsel  for American, dated the Closing Date, in the form attached hereto as Exhibit  C.

**7.4            Shareholder  Approval**. The Merger Agreement shall have been approved by the  vote of the holders of at least a majority of American Stock.

**7.5            Regulatory  Approvals**.  FNB shall have received from any and all  governmental authorities, bodies or agencies having jurisdiction over the  transactions contemplated by this Agreement and the Merger Agreement,  including, but not limited to the Department of Banking and the OCC, such  consents, authorizations and approvals as are necessary for the consummation  thereof and all applicable waiting or similar periods required by law shall  have expired.

**7.6            Accountants’  Letter**.  FNB shall have received a letter from Porter  Keadle Moore LLP, dated the Closing Date, to the effect that:  At the  request of American they have carried out procedures to a specified date not  more than five business days prior to the Closing Date, which procedures did  not constitute an examination in accordance with generally accepted auditing  standards, of the financial statements of American, as follows:  (a) read  the unaudited balance sheets and statements of income of American from  December 31, 2001 through the date of the most recent monthly financial  statements available in the ordinary course of business; (b) read the minutes  of the meetings of shareholders and Board of Directors of American from  December 31, 2001 to said date nor more than five business days prior to  the Closing Date; and (c) consulted with certain officers and employees of  American responsible for financial and accounting matters and, based on such  procedures, nothing has come to their attention which would cause them to  believe that (i) such unaudited interim balance sheets and statements of  income are not fairly presented in conformity with generally accepted  accounting principles applied on a basis consistent with that of the 2001  American Financial Statements, (ii) as of said date not more than five  business days prior to the Closing Date, the shareholders’ equity, long-term  debt, reserve for possible loan losses and total assets of American, in each  case as compared with the amounts shown in the 2001 American Financial  Statements, are not different except as set forth in such letter, or (iii) for  the period from December 31, 2001 to said date not more than five business  days prior to the Closing Date, the net interest income, total and per-share  amounts of consolidated income (before extraordinary items) and net income of  American, as compared with the corresponding portion of the preceding 12-month  period, are not different except as set forth in such letter.

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**ARTICLE VIII**

** CONDITIONS TO  OBLIGATIONS OF AMERICAN**

All of the obligations of American under this Agreement are subject to the  fulfillment prior to or at the Closing Date of each of the following  conditions, any one or more of which may be waived by it:

**8.1            Veracity  of Representations and Warranties**.  The representations  and warranties of FNB contained herein or in any certificate, schedule or  other document delivered pursuant to the provisions hereof, or in connection  herewith, shall be true in all material respects as of the date when made and  shall be deemed to be made again at and as of the Closing Date and shall be  true in all material respects at and as of such time, except as a result of  changes or events expressly permitted or contemplated herein.

**8.2            Performance  of Agreements**.  FNB shall have performed and complied with  all agreements and conditions required by this Agreement to be performed or  complied with by it prior to or at the Closing Date.

**8.3            Certificates,  Resolutions, Opinion**.  FNB shall have delivered to  American:

(a)   a certificate executed by the President and Secretary of FNB,  dated the Closing Date, certifying in such detail as American may reasonably  request to the fulfillment of the conditions specified in Sections 8.1  and 8.2 hereof;

(b)   duly adopted resolutions of the board of directors of FNB,  certified by the Secretary thereof, dated the Closing Date, (i) authorizing  and approving the execution of this Agreement and the Merger Agreement on  behalf of FNB, and the consummation of the transactions contemplated herein  and therein in accordance with their respective terms, and (ii) authorizing  all other necessary and proper corporate actions to enable FNB to comply with  the terms hereof and thereof;

(c)   duly adopted resolutions of the board of directors of FNB  Griffin, certified by the Secretary thereof, dated the Closing Date, (i)  authorizing and approving this Agreement and the Merger Agreement on behalf of  FNB Griffin, and the consummation of the transactions contemplated herein and  therein in accordance with their respective terms, and (ii) authorizing all  other necessary and proper corporate actions to enable FNB Griffin to comply  with the terms hereof and thereof;

(d)   a certificate of the sole shareholder of FNB Griffin, dated  the Closing Date, (i) authorizing and approving this Agreement and the Merger  Agreement, and the consummation of the transactions contemplated herein and  therein in accordance with their respective terms, and (ii) authorizing all  other necessary and proper corporate actions to enable FNB Griffin to comply  with the terms hereof and thereof; and

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(e)   an opinion of Kilpatrick Stockton LLP, counsel for FNB, dated  the Closing Date, in the form attached hereto as Exhibit D.

**8.4            Shareholder  Approval**.  The Merger Agreement shall have been approved  by the vote of the holders of at least a majority of American Stock.

**8.5            Regulatory  Approvals**.  Any and all governmental authorities, bodies  or agencies having jurisdiction over the transactions contemplated by this  Agreement and the Merger Agreement, including, but not limited to the  Department of Banking and the OCC, shall have granted such consents,  authorizations and approvals as are necessary for the consummation hereof and  thereof, and all applicable waiting or similar periods required by law shall  have expired.

**ARTICLE IX**

**WARRANTIES,  NOTICES, ETC.**

**9.1            Warranties**.   All statements contained in any certificate or other instrument delivered by  or on behalf of American or FNB pursuant hereto or in connection with the  transactions contemplated hereby shall be deemed representations and  warranties hereunder by them.  Unless the context otherwise requires, the  representations and warranties required of FNB, shall be required to be made,  and shall be considered made, on behalf of FNB and the FNB Subsidiaries.

**9.2            Survival  of Representations**.  All representations, warranties,  covenants, and agreements made by either party hereto in or pursuant to this  Agreement or in any instrument, exhibit, or certificate delivered pursuant  hereto shall be deemed to have been material and to have been relied upon by  the party to which made, but, except as set forth hereafter or specifically  stated in this Agreement, such representations, warranties, covenants, and  agreements shall expire and be of no further force and effect upon the  consummation of the Merger; provided, however, that the following shall  survive consummation of the Merger and the transactions contemplated hereby:

(a)   the opinions of counsel referred to in Sections 7.3(f)  and 8.3(e) of this Agreement;

(b)   any intentional misrepresentation of any material fact made by  either party hereto in or pursuant to this Agreement or in any instrument,  document or certificate delivered pursuant hereto; and

(c)   the covenant with respect to the confidentiality of certain  information contained in Section 3.5 hereof.

**9.3            Notices**.   All notices or other communications required or permitted to be given or made  hereunder shall be in writing and delivered personally or sent by pre-paid,  first class

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certified or registered mail, return receipt requested, or by  facsimile transmission, to the intended recipient thereof at its address or  facsimile number set out below.  Any such notice or communication shall  be deemed to have been duly given immediately (if given or made in person or  by facsimile confirmed by mailing a copy thereof to the recipient in  accordance with this Section 9.3 on the date of such facsimile), or  five days after mailing (if given or made by mail), and in proving same it  shall be sufficient to show that the envelope containing the same was  delivered to the delivery service and duly addressed, or that receipt of a  facsimile was confirmed by the recipient as provided above.  Either party  may change the address to which notices or other communications to such party  shall be delivered or mailed by giving notice thereof to the other party  hereto in the manner provided herein.

                         (a)        To  American:       American Community Bank of Georgia                                                                                       2750 Highway 42 North                                                                                       McDonough, Georgia  30253                                                                                       Attention:   Arthur H. Hammond                                                                                                      President

                                                                Facsimile:  (770)  506-8867

                                     With copies  to:     Powell, Goldstein, Frazer & Murphy LLP                                                                                     191 Peachtree Street, N.E.                                                                                       Suite 1600                                                                                       Atlanta, Georgia  30303                                                                                       Attention:  Walter G. Moeling, IV                                                                                       Facsimile:  (404) 572-6999

                         (b)        To  FNB:              FNB Banking Company                                                                                       318 South Hill Street                                                                                       Post Office Drawer F                                                                                       Griffin, Georgia  30224                                                                                     Attention:    C. A. Knowles                                                                                                        President                                                                                       Facsimile:  (770)  467-0645

                                     With copies  to:     Kilpatrick Stockton LLP                                                                                       Suite 2800                                                                                       1100 Peachtree Street                                                                                       Atlanta, Georgia  303039-4530                                                                                       Attention:  Richard R. Cheatham                                                                                       Facsimile:  (404) 815-6555

**9.4            Entire  Agreement**.  This Agreement and the Merger Agreement  supersede all prior discussions and agreements between American and FNB with  respect to the Merger and the other matters contained herein and therein, and  this Agreement and the Merger Agreement contain the sole and entire agreement  between American and FNB with respect to the transactions contemplated herein  and therein.

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**9.5            Waiver;  Amendment**.  Prior to or on the Closing Date, FNB shall  have the right to waive any default in the performance of any term of this  Agreement by American, to waive or extend the time for the fulfillment by  American of any or all of American’ obligations under this Agreement, and to  waive any or all of the conditions precedent to the obligations of FNB under  this Agreement, except any condition which, if not satisfied, would result in  the violation of any law or applicable governmental regulation.  Prior to  or on the Closing Date, American shall have the right to waive any default in  the performance of any term of this Agreement by FNB, to waive or extend the  time for the fulfillment by FNB of any or all of FNB’s obligations under  this Agreement, and to waive any or all of the conditions precedent to the  obligations of American under this  Agreement, except any condition  which, if not satisfied, would result in the violation of any law or  applicable governmental regulation.  This Agreement may be amended by a  subsequent writing signed by the parties hereto, provided, however, that the  provisions of Sections 7.5 and 8.5 requiring regulatory approval  shall not be amended by the parties hereto without regulatory approval.

**ARTICLE X**

** TERMINATION**

**10.1            Termination.**   This Agreement may be terminated at any time prior to or on the Closing Date  upon written notice to the other party as follows, and, upon any such  termination of this Agreement, neither party hereto shall have any liability  to the other, except that the provisions of Section 3.5 hereof shall  survive the termination of this Agreement for any reason.

  (a)            By FNB,  if, after the date hereof, a material adverse change in the financial  condition or business of American shall have occurred which change would  reasonably be expected to have a material adverse affect on the market price  of American Stock, or if American shall have suffered a material loss or  damage to any of its properties or assets, which change, loss or damage  materially affects or impairs its ability to conduct its business.

  (b)            (i) By  FNB, if the terms, covenants or conditions of this Agreement to be complied  with or performed by American before the Closing shall not have been  substantially complied with or substantially performed at or before the  Closing Date and such noncompliance or nonperformance shall not have been  waived by FNB.  (ii) By American, if the terms, covenants or conditions  of this Agreement to be complied with or performed by FNB before the Closing  shall not have been substantially complied with or substantially performed at  or before the Closing Date and such noncompliance or nonperformance shall not  have been waived by American.

  (c)            By FNB,  if it learns of any fact or condition not disclosed in this Agreement, the  American Disclosure Memorandum, or the 2000 American Financial Statements,  which was required to be disclosed by American pursuant to the provisions of  this Agreement at or prior to the date of execution hereof with respect to the  business, properties, assets or earnings

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of American which materially and  adversely affects such business, properties, assets or earnings or the  ownership, value or continuance thereof.

(d)            By  either party, if any action, suit or proceeding shall have been instituted or  threatened against either party to this Agreement to restrain or prohibit, or  to obtain substantial damages in respect of, this Agreement or the  consummation of the transactions contemplated herein, which, in the good faith  opinion of American or FNB makes consummation of the transactions herein  contemplated inadvisable.

(e)            By  either party, if the Closing Date shall not have occurred on or before May 31,  2002.

(f)          By FNB, if the holders of more than ten percent (10%) of the shares of  outstanding American Stock elect to exercise this statutory right to dissent  from the Merger and demand payment in cash for the “fair value” of their  shares.

(g)         By either party, if the Merger Agreement is not approved by the Vote of the  holders of American Stock as required by applicable law.

(h)         By FNB, if it learns of any potential liability of American arising from  noncompliance with any federal, state or local environmental law by American,  or any potential liability of American arising from any environmental  condition of the properties or assets of American, including any properties or  assets in which American holds a security interest.

(i)           By FNB (at any time prior to the approval of the Merger by the required vote  of the shareholders of American) if a Triggering Event (as defined below)  shall have occurred.  For the purposes of this Agreement, a “Triggering  Event” shall be deemed to have occurred if:  (i) the board of  directors of American or any committee thereof shall for any reason have  withdrawn or shall have amended or modified in a manner adverse to FNB its  recommendation in favor of the adoption and approval of the Agreement or the  approval of the Merger; (ii) American shall have failed to include in the  American Proxy Materials the recommendation of the board of directors of  American in favor of the adoption and approval of the Agreement and the  approval of the Merger; (iii) the board of directors of American fails to  reaffirm its recommendation in favor of the adoption and approval of the  Agreement and the approval of the Merger within ten (10) business days after  FNB requests in writing that such recommendation be reaffirmed at any time  following the public announcement of an Acquisition Proposal; (iv) the board  of directors of American or any committee thereof shall have approved or  publicly recommended any Acquisition Proposal; (v) American shall have entered  into any letter of intent of similar document or any agreement, contract or  commitment accepting any Acquisition Proposal; (vi) American shall have  materially breached any of the provisions of Section 3.12; (vii) a  tender or exchange offer relating to securities of American shall have been  commenced by a person unaffiliated with FNB, and American shall not have sent  to its shareholders within ten (10) business days after such tender or  exchange offer is first published sent or given, a statement disclosing that  American recommends rejection of such tender or

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exchange offer; or (viii) if  the shareholders of American vote against the Merger at any time after the  announcement of an Acquisition Proposal.

**10.2             Termination Fee.**  In the event that this Agreement is  terminated by FNB pursuant to Section 10.1(i)(a), American shall  promptly, but in no event later than thirty (30) days after the date of such  termination, pay FNB a fee equal to Three Hundred Thousand and no/100 Dollars  ($300,000.00) in immediately available funds (the “Termination Fee”).   If this Agreement is terminated by FNB otherwise than in accordance with Section  10.1, then FNB shall promptly, but in no event later than 30 days after  the date of such termination, pay American the Termination Fee.  American  and FNB acknowledge that the agreements contained in Article X are an  integral part of the transactions contemplated by this Agreement, and that,  without these agreements, FNB and American would not enter into this  Agreement.  Accordingly, if American or FNB fails to pay in a timely  manner the amounts due pursuant to this Section 10.2, and, in order to  obtain such payment, FNB or American makes a claim that results in a judgment  against American or FNB for the amounts set forth in this Section 10.2,  American or FNB shall pay the other its reasonable costs and expenses  (including reasonable attorneys’ fees and expenses) in connection with such  suit, together with interest on the amounts set forth in this Section 10.2  at the prime rate of interest as quoted by the money rates column of The  Wall Street Journal as the “Prime Rate” in effect on the date such  payment was required to be made.  Payment of the fees described in this Section  10.2 shall be in lieu of damages incurred in the event of breach of this  Agreement.

**ARTICLE XI**

** COUNTERPARTS,  HEADINGS, ETC.**

This Agreement may be executed simultaneously in any number of counterparts,  each of which shall be deemed an original, but all of which shall constitute  one and the same instrument.  The headings herein set out are for  convenience of reference only and shall not be deemed a part of this  Agreement.  A pronoun in one gender includes and applies to the other  genders as well.

**ARTICLE XII**

** BINDING EFFECT**

This Agreement shall be binding upon and shall inure to the benefit of the  parties hereto and their respective successors and assigns; provided, however,  that this Agreement may not be assigned by either party without the prior  written consent of the other.

**ARTICLE XIII**

**GOVERNING LAW**

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The validity and effect of this Agreement and the Merger Agreement and the  rights and obligations of the parties hereto and thereto shall be governed by  and construed and enforced in accordance with the laws of the State of  Georgia.

  

[signatures on  following page]

 

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IN WITNESS WHEREOF, American and FNB  have caused this Agreement to be executed by their respective duly authorized  corporate officers and their respective corporate seals to be affixed hereto  as of the day and year first above written.

| ** **                                                                                                                                                                              | **AMERICAN COMMUNITY BANK OF  GEORGIA**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| ** **                                                                                                                                                                              | ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| (BANK SEAL)                                                                                                                                                                             | By:   */s/        Arthur H.        Hammond                             *     Name:   Arthur H.        Hammond                                      Title:      President and CEO                           |
| Attest:  */s/ Lisa        J. Maxwell *                          Secretary |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |

 

| ** **                                                                                                                                                                              | **FNB BANKING COMPANY**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
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| ** **                                                                                                                                                                              | ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| (CORPORATE SEAL)                                                                                                                                                                        | By:   */s/        C.A. Knowles*                                                    Name:    C.A.        Knowles                                              Title:       President                                          |
| Attest:  */s/        Robin W. Nance*                           Asst. Secretary |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |

 

 

 

 

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**EXHIBIT A**

**AGREEMENT AND PLAN  OF MERGER**

THIS AGREEMENT (“Agreement”) made between FIRST NATIONAL BANK OF  GRIFFIN (“FNB Griffin”), a banking association organized under the  laws of the United States, being located at 318 South Hill Street, county of  Spalding, in the State of Georgia, with a capital of $2,000,000, divided into  200,000 shares of common stock, each of $10 par value, surplus of $2,000,000,  and undivided profits, including capital reserves, of $21,344,306.38, as of  June 30, 2001, and AMERICAN COMMUNITY BANK OF GEORGIA, a banking corporation  organized under the laws of the State of Georgia (“American”),  being located at 2750 Highway 42 North, Stockbridge, county of Henry, in the  State of Georgia, with a capital of $6,240,475, divided into 742,446 shares of  common stock, each of par value, surplus of $3,661,280, and undivided profits,  including capital reserves, of ($1,133,035), as of June 30, 2001, (FNB Griffin  and American hereinafter sometimes being referred to as the “Constituent  Banks”) each acting pursuant to a resolution of its board of directors,  adopted by the vote of a majority of its directors, pursuant to the authority  given by and in accordance with the provisions of the Act of November 7, 1918,  as amended (12 U.S.C.A. §215a), and the Financial Institutions Code of  Georgia, as amended (O.C.G.A. §7-1-550 etseq), witnessed as  follows:

**1.       Merger**

American shall be merged with and into FNB Griffin under the charter of the  latter (the “Merger”).  FNB Griffin shall be the “Receiving  Association” in the Merger.

**2.       Name of  Receiving Association**

The name of the Receiving Association (hereinafter, the “Association”)  shall be “First National Bank of Griffin.”

**3.       Business  of Receiving Association**

The business of the Association shall be that of a national banking  association.  This business shall be conducted by the Association at its  main office located at 318 South Hill Street, Griffin, Georgia, and its  legally established branches.

**4.       Capital Stock of the Receiving Association**

The amount of capital stock of the Association shall be $2,000,000, divided  into 200,000 shares of common stock, each of $10 par value per share, and, at  the time the Merger shall become effective, the Association shall have a  surplus of $2,000,000, and undivided profits, including capital reserves,  which when combined with the capital and surplus will be equal to the combined  capital structures of the merging banks as stated in the preamble of this  Agreement, 

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 adjusted however, for normal earnings and expenses (and, if  applicable, purchase accounting adjustments) between June 30, 2001 and the  effective time of the Merger.

**5.       Rights, Duties, Assets and Liabilities of Receiving Association**

Upon the Effective Date, the existence of American and FNB Griffin shall cease  as separate entities, but shall continue in, and the Constituent Banks shall  be, the Association, which shall have, without further act or deed, all of the  property, rights, trust, powers, duties and obligations of the Constituent  Banks, and the Association shall have the authority to engage only in such  business and exercise only such powers as are permissible upon original  incorporation under the laws of the United States, and shall be subject to the  same prohibitions and limitations as to which it would be subject upon  original incorporation, except that it may engage in any business and exercise  any right that the Constituent Banks could lawfully exercise or engage in  immediately prior to the Effective Date; and no liability, including liability  arising out of the operation of the Constituent Banks, or of their  shareholders, directors or officers, shall be affected, nor shall any lien on  any property of the Constituent Banks be impaired, by the Merger; and any  claim existing or action pending by or against either of the Constituent Banks  may be prosecuted to judgment as if the Merger had not taken place or the  Association may be substituted in its place.

**6.       Conversion of Stock**

Upon the Effective Date, each of the shares of common stock of American (the  “American Stock”) issued and outstanding immediately prior to the  effective date, shall be converted into the right to receive $14.25 in cash  plus interest on such amount from December 31, 2001 through the Effective Date  at a rate per annum equal to the average of the Federal Funds rate from the  first business day of each month of such period.

As soon as practicable after the Effective Date, each holder as of the  Effective Date of any of the shares of American Stock shall, upon presentation  and surrender of the certificates representing such shares to the transfer  agent or agents designated by the Association, be entitled to receive in  exchange therefor a check in settlement of cash payable for the American  Stock.  Until so surrendered, each such outstanding certificate which  prior to the Effective Date represented American Stock shall be deemed for all  corporate purposes, except as set forth below, to evidence the right to  receive the cash into which same shall have been converted.  Unless and  until any such certificate shall be so surrendered, the holder of such  certificate shall not have the right to receive any interest on any cash into  which the American Stock has been converted.

Of the capital stock of the Association, the presently outstanding 200,000  shares of common stock, each of $10 par value, and the holders of it shall  retain their present rights.

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**7.       Board  of Directors of the Receiving Association**

The Board of Directors of FNB Griffin shall continue to serve as the Board of  Directors of the Association until the next annual meeting of the shareholders  of the Association, or until such time as their successors in office have been  elected and qualified.

**8.       Articles of Association and Bylaws of the Receiving Association**

On and after the Effective Date of the Merger, the Articles of Association and  bylaws of FNB Griffin as in effect on the Effective Date shall be the Articles  of Association and bylaws of the Association, until altered, amended or  repealed as therein provided.

**9.       Shareholder Approval and Effective Date of Merger**

This Agreement shall be ratified and confirmed by the affirmative vote of  shareholders of each of the Constituent Banks owning at least two-thirds of  their respective capital stock outstanding, at meetings to be held on the call  of the directors of each of the respective Constituent Banks, and the Merger  shall become effective at the time specified in a merger approval to be issued  by the Comptroller of the Currency of the United States (the “Effective  Date”).

**10.       Further Actions**

From time to time, as and when requested by the Association, or by its  successors or assigns, each of the Constituent Banks shall execute and deliver  or cause to be executed and delivered all such deeds and other instruments,  and shall take or cause to be taken all such further or other actions, as the  Association, or its successors or assigns, may deem necessary or desirable in  order to vest in and confirm to the Association, and its successors and  assigns, title to and possession of all the property, rights, trusts, powers,  duties and obligations referred to in Section 5 hereof, and otherwise to carry  out the intent and purposes of this Agreement.

**11.      Termination**

This Agreement may be terminated and the Merger abandoned in accordance with  the Agreement and Plan of Reorganization, dated as of September 20, 2001, by  and among American and FNB Banking Company, a Georgia corporation, at any time  before or after adoption of this Agreement by the Boards of Directors of the  Constituent Banks, notwithstanding favorable action on the Merger by the  shareholders of either or both of the Constituent Banks, but not later than  the Effective Date.

**12.      Counterparts; Title; Headings**

This Agreement may be executed simultaneously in any number of counterparts,  each of which shall be deemed an original, but all of which shall constitute  one and the same

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instrument.  The title of this Agreement and the  headings herein set out are for the convenience of reference only and shall  not be deemed a part of this Agreement.

**13.      Amendments; Additional Agreements**

At any time before or after the approval and adoption by the respective  shareholders of the Constituent Banks, this Agreement (other than Sections 5  and 6) may be modified, amended or supplemented by additional agreements,  articles or certificates as may be determined in the judgment of the  respective boards of Directors of the constituent Banks to be necessary,  desirable or expedient to further the purposes of this Agreement, to clarify  the intention of the parties, to add to or modify the covenants, terms or  conditions contained herein or effectuate or facilitate an governmental  approval of the Merger or of this Agreement, or otherwise to effectuate or  facilitate the consummation of the transactions contemplated hereby.

  

[signatures on  following pages]

 

 

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IN WITNESS WHEREOF, the Constituent  Banks have caused this Agreement and Plan of Merger to be executed on their  respective behalves and their respective corporate seals to be affixed hereto,  pursuant to resolutions of their respective Boards of Directors.

|  
         
(BANK  SEAL)

 

**FIRST NATIONAL BANK OF GRIFFIN**

 

By:              */s/ C. A. Knowles*            C.A. Knowles           President
Attest:
  */s/ Robin W. Nance*Secretary 
 

STATE OF  GEORGIA               )                                                      )  ss:  COUNTY OF  SPALDING        )

On this    20th   day of   September , 2001, before me, a notary public for this  state and county, personally came C. A. Knowles, as President, and Robin W.  Nance, as Secretary, of First National Bank of Griffin, and each in his or her  capacity acknowledged this instrument to be the act and deed of the  association.

WITNESS my official seal and signature this day and year.
(Seal of  Notary) 
    */s/ LuBowen  H. Cloud*                                         Notary Public, Spalding County  My commission expires   Sept. 10, 2002               

  

 

[signatures continued  on following page]
   
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[signatures continued  from previous page]

 

** **

**AMERICAN COMMUNITY BANK OF  GEORGIA**
** **** **
(BANK SEAL)

By:   */s/        Arthur H.        Hammond                                        *         Arthur H.        Hammond                 President and CEO

Attest:         /s/ Lisa J. Maxwell                              Secretary

 

STATE OF  GEORGIA            )                                                   )  ss:  COUNTY OF  HENRY           )

On this _____ day of __________, 2001, before me, a notary public for this  state and county, personally came Arthur H.  Hammond, as President, and  ____________________, as Secretary, of American Community Bank of Georgia, and  each in his or her capacity acknowledged this instrument to be the act and  deed of the association.

WITNESS my official seal and signature this day and year.

 
(Seal of  Notary) 
      */s/  Linda D. Butler*                                  Notary Public, Henry County  My commission expires   April 28, 2003  

 

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**EXHIBIT B**

FNB Banking Company  318 South Hill Street  Post Office Drawer F  Griffin, Georgia  30224

Gentlemen:

In connection with the proposed merger (the “Merger”) of American  Community Bank of Georgia (“American”) with and into First National Bank  of Griffin, a wholly-owned subsidiary of FNB Banking Company (“FNB”),  pursuant to the Agreement and Plan of Reorganization of even date herewith  among American and FNB (the “Reorganization Agreement”), the undersigned  hereby agrees to recommend to all holders of the capital stock of American (“American  Stock”) that they vote in favor of the Merger.  In addition, the  undersigned agrees to vote any and all shares of American Stock owned or  controlled by him in favor of the Merger.

Sincerely,

[Director or Executive Officer]

 

 

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**EXHIBIT C**

(1)

  American was duly organized as a bank, and is existing and in good standing,  under the laws of the State of Georgia.

(2)

  American has the corporate power to execute and deliver the Agreement and Plan  of Reorganization Agreement (the “Reorganization Agreement”) and the  Agreement and Plan of Merger Agreement (the “Merger Agreement”), to  perform its obligations thereunder, to own and use its Assets and to conduct  its business.

(3)

  American has duly authorized the execution and delivery of the Reorganization  Agreement and the Merger Agreement and all performance by American thereunder,  and has duly executed and delivered the Reorganization Agreement and the  Merger Agreement.

(4)

  No consent, approval, authorization or other action filed by, or filing with,  any governmental authority of the United States or the State of Georgia is  required for American’s execution and delivery of the Reorganization  Agreement and the Merger Agreement and consummation of the Transaction, which  consent, approval or authorization has not been previously received.

(5)

  The Reorganization Agreement and the Merger Agreement are enforceable against  American.

(6)

  The authorized capital stock of American consists of 7,000,000 shares of  Common Stock, $5.00 par value per share, of which 742,446 shares are issued  and outstanding.  All of the issued and outstanding capital stock of  American has been duly authorized and validly issued and are fully paid and  non-assessable and, to such counsel’s knowledge, there are no outstanding  options, warrants, rights, calls, commitments, conversion rights, plans or  other agreements providing for the purchase or issuance of any authorized but  unissued shares of such capital stock.
   
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**EXHIBIT D**

(1)

  Each of FNB and FNB Griffin is existing under the laws of the State of Georgia  and the United States, respectively.

(2)

  FNB has the corporate power to execute and deliver the Agreement and Plan of  Reorganization (the “Reorganization Agreement) and the Agreement and Plan of  Merger (the “Merger Agreement”) to perform its obligations  thereunder, to  own and use its Assets and to conduct its business.

(3)

  Each of FNB and FNB Griffin have duly authorized the execution and delivery of  the Reorganization Agreement and the Merger Agreement and all performance by  FNB and FNB Griffin thereunder, and FNB has duly executed and delivered the  Reorganization Agreement and Merger Agreement:

(4)

  No consent, approval, authorization or other action filed by, or filing with,  any governmental authority of the United States or the State of Georgia is  required for FNB’s and FNB Griffin’s execution and delivery of the  Reorganization Agreement and the Merger Agreement and consummation of the  Transaction, which consent, approval or authorization has not been previously  received.

(5)

  The Reorganization Agreement and the Merger Agreement are enforceable against  FNB.

 

 

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