Common use of Conversion and Exchange of Shares Clause in Contracts

Conversion and Exchange of Shares. 1. At the Effective Time, all rights of Integrity’s shareholders with respect to all then outstanding shares of the common stock of Integrity, $1.00 par value per share (“Integrity Stock”) shall cease to exist, and the holders of Integrity Stock shall cease to be, and shall have no further rights as, shareholders of Integrity. At the Effective Time, each such outstanding share of Integrity Stock (except for shares held, other than in a fiduciary capacity or as a result of debts previously contracted, by Integrity, FNB or any of their subsidiaries, which shall be canceled in the Merger) shall be converted exclusively into the right to receive $5.20 in cash, without interest, and a number of shares of the common stock of FNB, par value $2.50 per share (the “FNB Stock”), equal to the product of 1.1209 (the “Exchange Ratio”) and 0.78. The amount of cash into which shares of Integrity Stock shall be converted pursuant to this Plan of Merger is sometimes hereinafter referred to as “Cash Consideration,” and the number of shares of FNB Stock into which shares of Integrity Stock shall be converted pursuant to this Plan of Merger is sometimes hereinafter referred to as “Stock Consideration.” The Cash Consideration and Stock Consideration are sometimes referred to herein collectively as the “Merger Consideration.” No share of Integrity Stock shall be deemed to be outstanding or have any rights other than those set forth in this Section E.1 after the Effective Time. [The Exchange Ratio is subject to possible adjustment in accordance with Sections 1.5(c) and 8.2(c) of the Agreement and Plan of Merger, dated as of September 18, 2005, by and between FNB and Integrity. If so adjusted, the adjusted Exchange Ratio shall be reflected in this Plan of Merger prior to filing with the Secretary of State of North Carolina.] 2. Each share of the FNB Stock issued and outstanding immediately prior to the Effective Time of the Merger shall continue to be issued and outstanding and shall not be affected by the Merger. 3. Notwithstanding any other provision of this Plan of Merger, each holder of shares of Integrity Stock exchanged pursuant to the Merger who would otherwise have been entitled to receive a fraction of a share of FNB Stock (after taking into account all certificates delivered by such holder) shall receive, in lieu thereof, cash (without interest) in an amount equal to such fractional part of a share of FNB Stock multiplied by the market value of one share of FNB Stock upon the Effective Time. The market value of one share of FNB Stock at the Effective Time shall be the last sale price of FNB Stock on Nasdaq Stock Market, Inc. National Market System as reported by The Wall Street Journal or, if not reported thereby, any other authoritative source selected by FNB, on the last trading day preceding the Effective Time. No such holder will be entitled to dividends, voting rights, or any other rights as a shareholder in respect of any fractional shares. 4. As of the Effective Time, FNB shall deposit, or shall cause to be deposited, with Registrar and Transfer Company, in its capacity as the transfer agent of FNB Stock (the “Exchange Agent”), for the benefit of each holder of Integrity Stock for exchange in accordance with this Plan of Merger, (i) certificates representing the aggregate number of whole shares of FNB Stock to be issued as Stock Consideration, and (ii) the aggregate amount of cash to be delivered to holders of Integrity Stock as Cash Consideration and in lieu of any fractional shares, to be issued and paid pursuant to this Plan of Merger for outstanding shares of Integrity Stock (such certificates for shares of FNB Stock and such cash are referred to as the “Exchange Fund”). The Exchange Agent shall, pursuant to irrevocable instructions in accordance with this Plan of Merger, deliver the FNB Stock and cash contemplated to be issued with respect to Integrity Stock out of the Exchange Fund. The Exchange Fund shall not be used for any other purpose. The Exchange Agent shall invest any cash included in the Exchange Fund, as directed by FNB, on a daily basis. Any interest and other income resulting from such investments shall be paid to FNB. 5. After the Effective Time, FNB shall cause the Exchange Agent to mail to the shareholders of Integrity of record at the Effective Time transmittal materials and other appropriate written instructions (collectively, a “Transmittal Letter”) (which shall specify that delivery shall be effected, and risk of loss and title to the certificate representing shares of Integrity Stock prior to such Effective Time shall pass, only upon proper delivery of such certificates to the Exchange Agent and which shall be in such form and have such other provisions as FNB may reasonably specify). After the Effective Time and upon the proper surrender of certificate(s) representing shares of Integrity Stock to the Exchange Agent, together with a properly completed and duly executed Transmittal Letter, the holder of such certificate(s) shall be entitled to receive in exchange therefor the number of shares of FNB Stock and the cash to which such holder is entitled hereunder (including any cash payments to which such holder is entitled hereunder in respect of rights to receive fractional shares and any dividends or other distributions to which such holder is entitled pursuant to Section E.6 below), subject to any required withholding of applicable taxes. Neither FNB nor the Exchange Agent shall be obligated to deliver any of such payments in cash or stock until such holder surrenders the certificate(s) representing such holder’s shares. The certificate(s) so surrendered shall be duly endorsed as the Exchange Agent may require. If there is a transfer of ownership of any shares of Integrity Stock not registered in the transfer records of Integrity, the Merger Consideration shall be issued to the transferee thereof if the certificates representing such Integrity Stock are presented to the Exchange Agent, accompanied by all documents required, in the reasonable judgment of FNB and the Exchange Agent, to evidence and effect such transfer and to evidence that any applicable stock transfer taxes have been paid. Any portion of the Exchange Fund that remains undistributed to the holders of certificates representing Integrity Stock for six months after the Effective Time shall be delivered to FNB, upon demand, and any shareholders of Integrity who have not previously complied with the provisions of this Plan of Merger shall thereafter look only to FNB for payment of their claim for FNB Stock and cash and any dividends or distributions with respect to FNB Stock. Any portion of the Exchange Fund remaining unclaimed by holders of Integrity Stock five years after the Effective Time (or such earlier date immediately prior to such time as such portion would otherwise escheat to or become property of any government entity) shall, to the extent permitted by applicable law, become the property of FNB free and clear of any claims or interest of any person previously entitled therein. Any other provision of this Agreement notwithstanding, neither FNB nor the Exchange Agent shall be liable to any holder of shares of Integrity Stock for any amounts paid or properly delivered in good faith to a public official pursuant to any applicable abandoned property law. 6. At the Effective Time, the stock transfer books of Integrity shall be closed as to holders of Integrity Stock immediately prior to the Effective Time and no transfer of Integrity Stock by any such holder shall thereafter be made or recognized. Until surrendered for exchange in accordance with the provisions of Section E.5 above, each certificate theretofore representing shares of Integrity Stock (other than shares to be canceled pursuant to Section E.1 above) shall from and after the Effective Time represent for all purposes only the right to receive the Merger Consideration. If, after the Effective Time, certificates representing Integrity Stock are presented to FNB or the Exchange Agent for any reason, they shall be cancelled and exchanged as provided in this Plan of Merger. To the extent permitted by North Carolina law, former shareholders of record of Integrity shall be entitled to vote after the Effective Time at any meeting of shareholders of FNB the number of whole shares of FNB Stock into which their respective shares of Integrity Stock are converted, regardless of whether such holders have exchanged their certificates representing Integrity Stock for certificates representing FNB Stock in accordance with the provisions of this Agreement. Whenever a dividend or other distribution is declared by FNB on the FNB Stock, the record date for which is at or after the Effective Time, the declaration shall include dividends or other distributions on all shares of FNB Stock to be issued pursuant to the Merger, but beginning at the Effective Time no dividend or other distribution payable to the holders of record of FNB Stock as of any time subsequent to the Effective Time shall be delivered to the holder of any certificate representing shares of Integrity Stock issued and outstanding at the Effective Time until such holder surrenders such certificate for exchange as provided in Section E.5 above; provided, however, that upon surrender of such Integrity Stock certificate (or compliance with Section E.7 below), the FNB Stock certificate, together with all undelivered dividends or other distributions (without interest) and any cash payments to be paid for fractional share interests (without interest), shall be delivered and paid with respect to each share represented by such Integrity Stock certificate. 7. Any shareholder of Integrity whose certificate representing shares of Integrity Stock has been lost, destroyed, stolen or otherwise is missing shall be entitled to receive a certificate representing the shares of FNB Stock and/or any cash, including cash in lieu of fractional shares, to which he or she is entitled in accordance with and upon compliance with conditions reasonably imposed by the exchange agent or FNB (including, without limitation, a requirement that the shareholder provide a lost instruments indemnity bond in form, substance and amount reasonably satisfactory to the exchange agent and FNB).

Conversion and Exchange of Shares. 1. At Except as otherwise provided herein, at the Effective Time, all rights of Integrity’s Carolina's shareholders with respect to all then outstanding shares of the common stock of IntegrityCarolina, $1.00 no par value per share (“Integrity "Carolina Stock”) "), shall cease to exist, and the holders of Integrity Carolina Stock shall cease to be, and shall have no further rights as, shareholders of IntegrityCarolina. At the Effective Time, each such outstanding share of Integrity Carolina Stock (except for shares held, other than in a fiduciary capacity or as a result of debts previously contracted, by IntegrityCarolina, the Merger Subsidiary, FNB or any of their subsidiaries, which shall be canceled in the Merger) shall be converted exclusively into the right to receive $5.20 in cashconverted, without interestany action on the part of the holder of such shares, and into a number of shares of the common stock of FNB, par value $2.50 per share (the “"FNB Stock”"), equal to the product seventy-nine hundredths of 1.1209 one share (the “Exchange Ratio”.79 shares) and 0.78. The amount of cash into which shares of Integrity Stock shall be converted pursuant to this Plan of Merger is sometimes hereinafter referred to as “Cash Consideration,” and the number of shares of FNB Stock into which shares of Integrity Stock shall be converted pursuant to this Plan of Merger is sometimes hereinafter referred to as “Stock Consideration.” The Cash Consideration and Stock Consideration are sometimes referred to herein collectively as (the “Merger Consideration.” No share of Integrity Stock shall be deemed to be outstanding or have any rights other than those set forth in this Section E.1 after the Effective Time"Exchange Ratio"). [The Exchange Ratio is subject to possible adjustment in accordance with Sections 1.5(cTHE EXCHANGE RATIO IS SUBJECT TO POSSIBLE ADJUSTMENT IN ACCORDANCE WITH SECTION 1.4(B) and 8.2(c) of the Agreement and Plan of MergerOF THE AGREEMENT AND PLAN OF MERGER, dated as of September 18DATED AS OF OCTOBER 16, 20051999, by and between BY AND BETWEEN FNB and IntegrityAND CAROLINA. If so adjustedIF SO ADJUSTED, the adjusted Exchange Ratio shall be reflected in this Plan of Merger prior to filing with the Secretary of State of North CarolinaTHE ADJUSTED EXCHANGE RATIO SHALL BE REFLECTED IN THIS PLAN OF MERGER PRIOR TO FILING WITH THE SECRETARY OF STATE OF NORTH CAROLINA.] 2. Each share of the FNB Stock issued and outstanding immediately prior to the Effective Time of the Merger shall continue to be issued and outstanding and shall not be affected by the Merger. 3. At the Effective Time, each share of capital stock of the Merger Subsidiary issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one share of common stock, no par value, of the surviving corporation in the Merger. 4. Following the Effective Time, certificates representing shares of Carolina Stock outstanding at the Effective Time (herein sometimes referred to as "Carolina Certificates") shall evidence only the right of the registered holder thereof to receive, and may be exchanged for, whole shares of FNB Stock, and cash in lieu of fractional shares, as provided herein. At the Effective Time, FNB shall issue and deliver, or cause to be issued and delivered, to the transfer agent of FNB Stock (the "Transfer Agent"), certificates representing whole shares of FNB Stock into which outstanding shares of Carolina Stock have been converted as provided above and cash in payment of fractional shares. As promptly as practicable following the Effective Time, FNB shall send or cause to be sent to each former shareholder of record of Carolina immediately prior to the Merger written instructions and transmittal materials (a "Transmittal Letter") for use in surrendering Carolina Certificates to the Transfer Agent. Upon the proper surrender and delivery to the Transfer Agent (in accordance with FNB's instructions, and accompanied by a properly completed Transmittal Letter) by a former shareholder of Carolina of such shareholder's Carolina Certificate(s), the Transfer Agent shall as soon as practicable issue, register and deliver to such shareholder a certificate evidencing the number of whole shares of FNB Stock to which such shareholder is entitled pursuant to Section E.1 above, and a check in the amount of cash to which the shareholder is entitled, if any, in payment of fractional shares as provided in Section E.5 below, subject to any required withholding of applicable taxes. 5. Notwithstanding any other provision of this Plan of Merger, each holder of shares of Integrity Carolina Stock exchanged pursuant to the Merger who would otherwise have been entitled to receive a fraction of a share of FNB Stock (after taking into account all certificates delivered by such holder) holder under Section E.4 above shall receive, in lieu thereof, cash (without interest) in an amount equal to such fractional part of a share of FNB Stock multiplied by the market value of one share of FNB Stock upon the Effective Time. The market value of one share of FNB Common Stock at the Effective Time shall be the last sale price of FNB Stock on Nasdaq Stock Market, Inc. National Market System as reported by The Wall Street Journal THE WALL STREET JOURNAL or, if not reported thereby, any other authoritative source selected by FNB, on the last trading day preceding the Effective Time. No such holder will be entitled to dividends, voting rights, or any other rights as a shareholder in respect of any fractional shares. 46. As of the Effective TimeSubject to Section E.7 below, FNB shall deposit, or shall cause to be deposited, with Registrar and Transfer Company, in its capacity as the transfer agent of no FNB Stock (the “Exchange Agent”), for the benefit certificate or cash in lieu of each holder of Integrity Stock for exchange in accordance with this Plan of Merger, (i) certificates representing the aggregate number of whole fractional shares of FNB Stock to be issued as Stock Consideration, and (ii) the aggregate amount of cash to shall be delivered to holders any former shareholder of Integrity Stock as Cash Consideration Carolina unless and in lieu of any fractional shares, until such shareholder shall have properly surrendered to be issued and paid pursuant to this Plan of Merger for outstanding the Transfer Agent the Carolina Certificate(s) formerly representing his or her shares of Integrity Stock (such certificates for shares of FNB Stock and such cash are referred to as the “Exchange Fund”). The Exchange Agent shall, pursuant to irrevocable instructions in accordance with this Plan of Merger, deliver the FNB Stock and cash contemplated to be issued with respect to Integrity Stock out of the Exchange Fund. The Exchange Fund shall not be used for any other purpose. The Exchange Agent shall invest any cash included in the Exchange Fund, as directed by FNB, on a daily basis. Any interest and other income resulting from such investments shall be paid to FNB. 5. After the Effective Time, FNB shall cause the Exchange Agent to mail to the shareholders of Integrity of record at the Effective Time transmittal materials and other appropriate written instructions (collectively, a “Transmittal Letter”) (which shall specify that delivery shall be effected, and risk of loss and title to the certificate representing shares of Integrity Stock prior to such Effective Time shall pass, only upon proper delivery of such certificates to the Exchange Agent and which shall be in such form and have such other provisions as FNB may reasonably specify). After the Effective Time and upon the proper surrender of certificate(s) representing shares of Integrity Stock to the Exchange AgentCarolina Stock, together with a properly completed and duly executed Transmittal Letter, the holder of Letter in such certificate(s) form as shall be entitled to receive in exchange therefor the number of shares of FNB Stock and the cash to which such holder is entitled hereunder (including any cash payments to which such holder is entitled hereunder in respect of rights to receive fractional shares and any dividends or other distributions to which such holder is entitled pursuant to Section E.6 below), subject to any required withholding of applicable taxes. Neither FNB nor the Exchange Agent shall be obligated to deliver any of such payments in cash or stock until such holder surrenders the certificate(s) representing such holder’s shares. The certificate(s) so surrendered shall be duly endorsed as the Exchange Agent may require. If there is a transfer of ownership of any shares of Integrity Stock not registered in the transfer records of Integrity, the Merger Consideration shall be issued provided to the transferee thereof if the certificates representing such Integrity Stock are presented to the Exchange Agent, accompanied shareholder by all documents required, in the reasonable judgment of FNB and the Exchange Agent, to evidence and effect such transfer and to evidence that any applicable stock transfer taxes have been paid. Any portion of the Exchange Fund that remains undistributed to the holders of certificates representing Integrity Stock for six months after the Effective Time shall be delivered to FNB, upon demand, and any shareholders of Integrity who have not previously complied with the provisions of this Plan of Merger shall thereafter look only to FNB for payment of their claim for FNB Stock and cash and any dividends or distributions with respect to FNB Stock. Any portion of the Exchange Fund remaining unclaimed by holders of Integrity Stock five years after the Effective Time (or such earlier date immediately prior to such time as such portion would otherwise escheat to or become property of any government entity) shall, to the extent permitted by applicable law, become the property of FNB free and clear of any claims or interest of any person previously entitled thereinthat purpose. Any other provision of this Agreement Plan of Merger notwithstanding, neither FNB nor the Exchange Agent shall be liable to any a holder of shares of Integrity Carolina Stock for any amounts paid or properly delivered in good faith to a public official pursuant to any applicable abandoned property law. 67. Any shareholder of Carolina whose certificate representing shares of Carolina Stock has been lost, destroyed, stolen or otherwise is missing shall be entitled to receive a certificate representing the shares of FNB Stock and cash in lieu of fractional shares to which he or she is entitled in accordance with and upon compliance with conditions reasonably imposed by the Transfer Agent or FNB (including without limitation a requirement that the shareholder provide a lost instruments indemnity or surety bond in form, substance and amount reasonably satisfactory to the Transfer Agent and FNB). 8. At the Effective Time, the stock transfer books of Integrity Carolina shall be closed as to holders of Integrity Carolina Stock immediately prior to the Effective Time and no transfer of Integrity Carolina Stock by any such holder shall thereafter be made or recognized. Until surrendered for exchange in accordance with the provisions of Section E.5 E.4 above, each certificate theretofore representing shares of Integrity Carolina Stock (other than shares to be canceled pursuant to Section E.1 above) shall from and after the Effective Time represent for all purposes only the right to receive the Merger Consideration. If, after the Effective Time, certificates representing Integrity Stock are presented to FNB or the Exchange Agent for any reason, they shall be cancelled and exchanged as consideration provided in this Plan of MergerMerger in exchange therefor. To the extent permitted by North Carolina law, former shareholders of record of Integrity Carolina shall be entitled to vote after the Effective Time at any meeting of shareholders of FNB the number of whole shares of FNB Stock into which their respective shares of Integrity Carolina Stock are converted, regardless of whether such holders have exchanged their certificates representing Integrity Carolina Stock for certificates representing FNB Stock in accordance with the provisions of this AgreementPlan of Merger. Whenever a dividend or other distribution is declared by FNB on the FNB Stock, the record date for which is at or after the Effective Time, the declaration shall include dividends or other distributions on all shares of FNB Stock to be issued pursuant to the Merger, but beginning at 60 days after the Effective Time no dividend or other distribution payable to the holders of record of FNB Stock as of any time subsequent to the Effective Time shall be delivered to the holder of any certificate representing shares of Integrity Carolina Stock issued and outstanding at the Effective Time until such holder surrenders such certificate for exchange as provided in Section E.5 E.4 above; provided, however, that upon surrender of such Integrity Carolina Stock certificate (or compliance with Section E.7 belowE.7), the FNB Stock certificate, together with all undelivered dividends or other distributions (without interest) and any cash payments to be paid for fractional share interests (without interest), shall be delivered and paid with respect to each share represented by such Integrity Stock certificate. 7. Any shareholder of Integrity whose certificate representing shares of Integrity Stock has been lost, destroyed, stolen or otherwise is missing shall be entitled to receive a certificate representing the shares of FNB Stock and/or any cash, including cash in lieu of fractional shares, to which he or she is entitled in accordance with and upon compliance with conditions reasonably imposed by the exchange agent or FNB (including, without limitation, a requirement that the shareholder provide a lost instruments indemnity bond in form, substance and amount reasonably satisfactory to the exchange agent and FNB).without

Conversion and Exchange of Shares. 1As of the Effective Time, by virtue of the Merger and without any action on the part of any holder of any shares of common stock, no par value, of EASTERN (the "EASTERN Common"): (a) All shares of EASTERN Common which are held by EASTERN shall be canceled and retired and shall cease to exist and no stock of NETWORK or other consideration shall be delivered in exchange therefor. All shares of preferred stock of EASTERN which remain outstanding at the Effective Time shall be canceled and retired and shall cease to exist and no stock of NETWORK or other consideration shall be delivered in exchange therefor. Each share of common stock, $.01 par value, of Acquisition shall become a share of the Surviving Corporation's common stock. (b) At the Effective Time, all rights by virtue of Integrity’s shareholders with respect to all then outstanding the Merger and without any action on the part of NETWORK, EASTERN or the holders of any shares of the common stock of IntegrityEASTERN Common, $1.00 par value per share (“Integrity Stock”i) shall cease to exist, and the holders of Integrity Stock shall cease to be, and shall have no further rights as, shareholders of Integrity. At the Effective Time, each such outstanding share of Integrity Stock (except for shares heldEASTERN Common, other than in a fiduciary capacity or as a result of debts previously contracted, by Integrity, FNB or any of their subsidiaries, which shall be canceled in the Merger) shall be converted exclusively into the right to receive $5.20 in cash, without interest, and a number of shares of the common stock of FNB, par value $2.50 per share (the “FNB Stock”), equal to the product of 1.1209 (the “Exchange Ratio”) and 0.78. The amount of cash into which shares of Integrity Stock shall be converted pursuant to this Plan of Merger is sometimes hereinafter referred to as “Cash Consideration,” and the number of shares of FNB Stock into which shares of Integrity Stock shall be converted pursuant to this Plan of Merger is sometimes hereinafter referred to as “Stock Consideration.” The Cash Consideration and Stock Consideration are sometimes referred to herein collectively as the “Merger Consideration.” No share of Integrity Stock shall be deemed to be outstanding or have any rights other than those set forth in this Section E.1 after the Effective Time. [The Exchange Ratio is subject to possible adjustment in accordance with Sections 1.5(c) and 8.2(c) of the Agreement and Plan of Merger, dated as of September 18, 2005, by and between FNB and Integrity. If so adjusted, the adjusted Exchange Ratio shall be reflected in this Plan of Merger prior to filing with the Secretary of State of North Carolina.] 2. Each share of the FNB Stock issued and outstanding immediately prior to the Effective Time which under the terms of the Merger shall continue Section 2.1(d) is to be issued and outstanding and shall not be affected by converted into the Merger. 3. Notwithstanding any other provision of this Plan of Merger, each holder right to receive a number of shares of Integrity Stock exchanged pursuant to common stock, par value $.0001 per share of NETWORK (the Merger who would otherwise have been entitled "NETWORK Common") shall be converted into the right to receive a fraction number of a share shares of FNB Stock (after taking into account all certificates delivered by such holder) shall receive, in lieu thereof, cash (without interest) in an amount NETWORK Common equal to such fractional part of a share of FNB Stock multiplied by the market value of one share of FNB Stock upon Exchange Ratio (as hereinafter defined) (collectively, the Effective Time. The market value of one share of FNB Stock at the Effective Time shall be the last sale price of FNB Stock on Nasdaq Stock Market, Inc. National Market System as reported by The Wall Street Journal or, if not reported thereby, any other authoritative source selected by FNB, on the last trading day preceding the Effective Time. No such holder will be entitled to dividends, voting rights, or any other rights as a shareholder in respect of any fractional shares. 4. As of the Effective Time, FNB shall deposit, or shall cause to be deposited, with Registrar and Transfer Company, in its capacity as the transfer agent of FNB Stock (the “Exchange Agent”"Share Consideration"), for the benefit of each holder of Integrity Stock for exchange in accordance with this Plan of Merger, (i) certificates representing the aggregate number of whole shares of FNB Stock to be issued as Stock Consideration, and (ii) the aggregate amount each share of cash to be delivered to holders of Integrity Stock as Cash Consideration and in lieu of any fractional shares, to be EASTERN Common issued and paid pursuant to this Plan of Merger for outstanding shares of Integrity Stock (such certificates for shares of FNB Stock and such cash are referred to as the “Exchange Fund”). The Exchange Agent shall, pursuant to irrevocable instructions in accordance with this Plan of Merger, deliver the FNB Stock and cash contemplated to be issued with respect to Integrity Stock out of the Exchange Fund. The Exchange Fund shall not be used for any other purpose. The Exchange Agent shall invest any cash included in the Exchange Fund, as directed by FNB, on a daily basis. Any interest and other income resulting from such investments shall be paid to FNB. 5. After the Effective Time, FNB shall cause the Exchange Agent to mail to the shareholders of Integrity of record at the Effective Time transmittal materials and other appropriate written instructions (collectively, a “Transmittal Letter”) (which shall specify that delivery shall be effected, and risk of loss and title to the certificate representing shares of Integrity Stock prior to such Effective Time shall pass, only upon proper delivery of such certificates to the Exchange Agent and which shall be in such form and have such other provisions as FNB may reasonably specify). After the Effective Time and upon the proper surrender of certificate(s) representing shares of Integrity Stock to the Exchange Agent, together with a properly completed and duly executed Transmittal Letter, the holder of such certificate(s) shall be entitled to receive in exchange therefor the number of shares of FNB Stock and the cash to which such holder is entitled hereunder (including any cash payments to which such holder is entitled hereunder in respect of rights to receive fractional shares and any dividends or other distributions to which such holder is entitled pursuant to Section E.6 below), subject to any required withholding of applicable taxes. Neither FNB nor the Exchange Agent shall be obligated to deliver any of such payments in cash or stock until such holder surrenders the certificate(s) representing such holder’s shares. The certificate(s) so surrendered shall be duly endorsed as the Exchange Agent may require. If there is a transfer of ownership of any shares of Integrity Stock not registered in the transfer records of Integrity, the Merger Consideration shall be issued to the transferee thereof if the certificates representing such Integrity Stock are presented to the Exchange Agent, accompanied by all documents required, in the reasonable judgment of FNB and the Exchange Agent, to evidence and effect such transfer and to evidence that any applicable stock transfer taxes have been paid. Any portion of the Exchange Fund that remains undistributed to the holders of certificates representing Integrity Stock for six months after the Effective Time shall be delivered to FNB, upon demand, and any shareholders of Integrity who have not previously complied with the provisions of this Plan of Merger shall thereafter look only to FNB for payment of their claim for FNB Stock and cash and any dividends or distributions with respect to FNB Stock. Any portion of the Exchange Fund remaining unclaimed by holders of Integrity Stock five years after the Effective Time (or such earlier date immediately prior to such time as such portion would otherwise escheat to or become property of any government entity) shall, to the extent permitted by applicable law, become the property of FNB free and clear of any claims or interest of any person previously entitled therein. Any other provision of this Agreement notwithstanding, neither FNB nor the Exchange Agent shall be liable to any holder of shares of Integrity Stock for any amounts paid or properly delivered in good faith to a public official pursuant to any applicable abandoned property law. 6. At the Effective Time, the stock transfer books of Integrity shall be closed as to holders of Integrity Stock immediately prior to the Effective Time and no transfer of Integrity Stock by any such holder shall thereafter be made or recognized. Until surrendered for exchange in accordance with which under the provisions terms of Section E.5 above, each certificate theretofore representing shares of Integrity Stock (other than shares 2.1(d) is to be canceled pursuant to Section E.1 above) shall from and after the Effective Time represent for all purposes only converted into the right to receive cash shall be converted into the right to receive an amount in cash equal to the Per Share Consideration (the "Cash Consideration," and together with the Share Consideration, the "Merger Consideration"). IfAll shares of EASTERN Common to be converted into shares of NETWORK Common or the right to receive cash pursuant to this Section 2.1(b) are hereinafter referred to as the "Converted Shares." The Exchange Ratio shall mean a number of shares of NETWORK Common determined by dividing (x) the Per Share Consideration by (y) $8.00, after and rounding the result to three decimal places. The Per Share Consideration shall be equal to $31,500,000.00 less the amount of adjusted working capital set forth on Schedule 2.1(b), divided by the number of issued and outstanding shares of EASTERN Common at the Effective Time, certificates representing Integrity Stock are presented to FNB or the Exchange Agent for any reason, they shall be cancelled and exchanged as provided in this Plan of Merger. To the extent permitted by North Carolina law, former shareholders of record of Integrity shall be entitled to vote after the Effective Time at any meeting of shareholders of FNB the number of whole shares of FNB Stock into which their respective shares of Integrity Stock are converted, regardless of whether such holders have exchanged their certificates representing Integrity Stock for certificates representing FNB Stock in accordance with the provisions of this Agreement. Whenever a dividend or other distribution is declared by FNB on the FNB Stock, the record date for which is at or after the Effective Time, the declaration shall include dividends or other distributions on all shares of FNB Stock to be issued pursuant to the Merger, but beginning at the Effective Time no dividend or other distribution payable to the holders of record of FNB Stock as of any time subsequent to the Effective Time shall be delivered to the holder of any certificate representing shares of Integrity Stock issued and outstanding at the Effective Time until such holder surrenders such certificate for exchange as provided in Section E.5 above; provided, however, that upon surrender of such Integrity Stock certificate (or compliance with Section E.7 below), the FNB Stock certificate, together with all undelivered dividends or other distributions (without interest) and any cash payments to be paid for fractional share interests (without interest), shall be delivered and paid with respect to each share represented by such Integrity Stock certificate. 7. Any shareholder of Integrity whose certificate representing shares of Integrity Stock has been lost, destroyed, stolen or otherwise is missing shall be entitled to receive a certificate representing the shares of FNB Stock and/or any cash, including cash in lieu of fractional shares, to which he or she is entitled in accordance with and upon compliance with conditions reasonably imposed by the exchange agent or FNB (including, without limitation, a requirement that the shareholder provide a lost instruments indemnity bond in form, substance and amount reasonably satisfactory to the exchange agent and FNB).

Conversion and Exchange of Shares. 1. At the Effective Time, all rights of Integrity’s shareholders with respect to all then outstanding shares of the common stock of Integrity, $1.00 par value per share (“Integrity Stock”) shall cease to exist, and the holders of Integrity Stock shall cease to be, and shall have no further rights as, shareholders of Integrity. At the Effective Time, each such outstanding Each share of Integrity Stock (except for shares held, other than in a fiduciary capacity or as a result of debts previously contracted, by Integrity, FNB or any of their subsidiaries, which shall be canceled in the Merger) shall be converted exclusively into the right to receive $5.20 in cash, without interest, and a number of shares of the common stock of FNBCommon Stock, par value $2.50 per share share, of FNB (the “"FNB Stock”), equal to the product of 1.1209 (the “Exchange Ratio”") and 0.78. The amount of cash into which shares of Integrity Stock shall be converted pursuant to this Plan of Merger is sometimes hereinafter referred to as “Cash Consideration,” and the number of shares of FNB Stock into which shares of Integrity Stock shall be converted pursuant to this Plan of Merger is sometimes hereinafter referred to as “Stock Consideration.” The Cash Consideration and Stock Consideration are sometimes referred to herein collectively as the “Merger Consideration.” No share of Integrity Stock shall be deemed to be outstanding or have any rights other than those set forth in this Section E.1 after the Effective Time. [The Exchange Ratio is subject to possible adjustment in accordance with Sections 1.5(c) and 8.2(c) of the Agreement and Plan of Merger, dated as of September 18, 2005, by and between FNB and Integrity. If so adjusted, the adjusted Exchange Ratio shall be reflected in this Plan of Merger prior to filing with the Secretary of State of North Carolina.] 2. Each share of the FNB Stock issued and outstanding immediately prior to the Effective Time of the Merger shall continue to be issued and outstanding and shall not be affected by the Merger. 32. Notwithstanding any other provision Each share of this Plan capital stock of Merger, each holder of shares of Integrity Stock exchanged pursuant to the Merger who would otherwise have been entitled Subsidiary issued and outstanding immediately prior to receive a fraction of a share of FNB Stock (after taking into account all certificates delivered by such holder) shall receive, in lieu thereof, cash (without interest) in an amount equal to such fractional part of a share of FNB Stock multiplied by the market value of one share of FNB Stock upon the Effective Time. The market value of one share of FNB Stock at the Effective Time shall continue to be an issued and outstanding share of the last sale price of FNB Stock on Nasdaq Stock MarketMerger Subsidiary, Inc. National Market System as reported by The Wall Street Journal orthe surviving corporation, if not reported thereby, any other authoritative source selected by FNB, on from and after the last trading day preceding the Effective Time. No such holder will be entitled to dividends, voting rights, or any other rights as a shareholder in respect of any fractional sharesMerger. 43. As of Except as otherwise provided herein, at the Effective Time, FNB shall deposit, or shall cause all rights of Dover's shareholders with respect to be deposited, with Registrar and Transfer Company, in its capacity as the transfer agent of FNB Stock (the “Exchange Agent”), for the benefit of each holder of Integrity Stock for exchange in accordance with this Plan of Merger, (i) certificates representing the aggregate number of whole shares of FNB Stock to be issued as Stock Consideration, and (ii) the aggregate amount of cash to be delivered to holders of Integrity Stock as Cash Consideration and in lieu of any fractional shares, to be issued and paid pursuant to this Plan of Merger for all then outstanding shares of Integrity Stock the common stock of Dover, no par value (such certificates for shares of FNB Stock and such cash are referred "Dover Stock"), shall cease to as the “Exchange Fund”). The Exchange Agent shall, pursuant to irrevocable instructions in accordance with this Plan of Merger, deliver the FNB Stock and cash contemplated to be issued with respect to Integrity Stock out of the Exchange Fund. The Exchange Fund shall not be used for any other purpose. The Exchange Agent shall invest any cash included in the Exchange Fund, as directed by FNB, on a daily basis. Any interest and other income resulting from such investments shall be paid to FNB. 5. After the Effective Time, FNB shall cause the Exchange Agent to mail to the shareholders of Integrity of record at the Effective Time transmittal materials and other appropriate written instructions (collectively, a “Transmittal Letter”) (which shall specify that delivery shall be effectedexist, and risk of loss and title to the certificate representing shares of Integrity Stock prior to such Effective Time shall pass, only upon proper delivery of such certificates to the Exchange Agent and which shall be in such form and have such other provisions as FNB may reasonably specify). After the Effective Time and upon the proper surrender of certificate(s) representing shares of Integrity Stock to the Exchange Agent, together with a properly completed and duly executed Transmittal Letter, the holder of such certificate(s) shall be entitled to receive in exchange therefor the number of shares of FNB Stock and the cash to which such holder is entitled hereunder (including any cash payments to which such holder is entitled hereunder in respect of rights to receive fractional shares and any dividends or other distributions to which such holder is entitled pursuant to Section E.6 below), subject to any required withholding of applicable taxes. Neither FNB nor the Exchange Agent shall be obligated to deliver any of such payments in cash or stock until such holder surrenders the certificate(s) representing such holder’s shares. The certificate(s) so surrendered shall be duly endorsed as the Exchange Agent may require. If there is a transfer of ownership of any shares of Integrity Stock not registered in the transfer records of Integrity, the Merger Consideration shall be issued to the transferee thereof if the certificates representing such Integrity Stock are presented to the Exchange Agent, accompanied by all documents required, in the reasonable judgment of FNB and the Exchange Agent, to evidence and effect such transfer and to evidence that any applicable stock transfer taxes have been paid. Any portion of the Exchange Fund that remains undistributed to the holders of certificates representing Integrity Dover Stock for six months after the Effective Time shall be delivered cease to FNB, upon demandbe, and any shall have no further rights as, shareholders of Integrity who have not previously complied with the provisions of this Plan of Merger shall thereafter look only to FNB for payment of their claim for FNB Stock and cash and any dividends or distributions with respect to FNB Stock. Any portion of the Exchange Fund remaining unclaimed by holders of Integrity Stock five years after the Effective Time (or such earlier date immediately prior to such time as such portion would otherwise escheat to or become property of any government entity) shall, to the extent permitted by applicable law, become the property of FNB free and clear of any claims or interest of any person previously entitled therein. Any other provision of this Agreement notwithstanding, neither FNB nor the Exchange Agent shall be liable to any holder of shares of Integrity Stock for any amounts paid or properly delivered in good faith to a public official pursuant to any applicable abandoned property law. 6Dover. At the Effective Time, the stock transfer books each outstanding share of Integrity Dover Stock shall be closed as to converted, without any action of the part of the holders of Integrity Stock immediately prior to the Effective Time and no transfer of Integrity Stock by any such holder shall thereafter be made or recognized. Until surrendered for exchange in accordance with the provisions of Section E.5 aboveshares, each certificate theretofore representing shares of Integrity Stock (other than shares to be canceled pursuant to Section E.1 above) shall from and after the Effective Time represent for all purposes only into the right to receive the Merger Closing Cash Consideration (as defined below), the Closing Stock Consideration (as defined below) and the Post-Closing Consideration (as defined below): (a) Closing Cash Consideration. IfIn addition to being converted into the right to receive the Closing Stock Consideration and the Post-Closing Consideration, after each such issued and outstanding share of Dover Stock shall also be converted into the Effective Timeright to receive $________ in cash, certificates representing Integrity Stock are presented without interest (the "Closing Cash Consideration"). [This amount is to FNB or be calculated in accordance with Section 3.3(a) of the Exchange Agent for any reasonMerger Agreement among FNB, they shall be cancelled Dover and exchanged as provided the shareholders of Dover and reflected in this Plan of Merger. To Merger prior to filing with the extent permitted by North Carolina law, former shareholders Secretary of record of Integrity shall be entitled to vote after the Effective Time at any meeting of shareholders of FNB the number of whole shares of FNB Stock into which their respective shares of Integrity Stock are converted, regardless of whether such holders have exchanged their certificates representing Integrity Stock for certificates representing FNB Stock in accordance with the provisions of this Agreement. Whenever a dividend or other distribution is declared by FNB on the FNB Stock, the record date for which is at or after the Effective Time, the declaration shall include dividends or other distributions on all shares of FNB Stock to be issued pursuant to the Merger, but beginning at the Effective Time no dividend or other distribution payable to the holders of record of FNB Stock as of any time subsequent to the Effective Time shall be delivered to the holder of any certificate representing shares of Integrity Stock issued and outstanding at the Effective Time until such holder surrenders such certificate for exchange as provided in Section E.5 above; provided, however, that upon surrender of such Integrity Stock certificate (or compliance with Section E.7 below), the FNB Stock certificate, together with all undelivered dividends or other distributions (without interest) and any cash payments to be paid for fractional share interests (without interest), shall be delivered and paid with respect to each share represented by such Integrity Stock certificateState. 7. Any shareholder of Integrity whose certificate representing shares of Integrity Stock has been lost, destroyed, stolen or otherwise is missing shall be entitled to receive a certificate representing the shares of FNB Stock and/or any cash, including cash in lieu of fractional shares, to which he or she is entitled in accordance with and upon compliance with conditions reasonably imposed by the exchange agent or FNB (including, without limitation, a requirement that the shareholder provide a lost instruments indemnity bond in form, substance and amount reasonably satisfactory to the exchange agent and FNB).]

Conversion and Exchange of Shares. 1. At Except as otherwise provided herein, at the Effective Time, all rights of Integrity’s Home Savings's shareholders with respect to all then outstanding shares of the common stock of IntegrityHome Savings, par value $1.00 par value per share (“Integrity "Home Savings Stock”") shall cease to exist, and the holders of Integrity Home Savings Stock shall cease to be, and shall have no further rights as, shareholders of IntegrityHome Savings. At the Effective Time, each such outstanding share of Integrity Home Savings Stock (except for shares held, other than in a fiduciary capacity or as a result of debts previously contractedcapacity, by IntegrityHome Savings, FNB or any of their subsidiaries, which shall be canceled in the Merger) shall be converted exclusively into the right to receive $5.20 in cashconverted, without interest, and any action on the part of the holder of such shares (other than the making of an election as described in Section E.4 below) into (i) a number of shares of the common stock of FNB, par value $2.50 per share (the “"FNB Stock”"), equal to the product of 1.1209 (x) $15.50 (the “Exchange Ratio”"Cash Factor") and 0.78. The amount of cash into which shares of Integrity Stock shall be converted pursuant to this Plan of Merger is sometimes hereinafter referred to divided by (y) the Average Closing Price (as “Cash Consideration,” and the number of shares of FNB Stock into which shares of Integrity Stock shall be converted pursuant to this Plan of Merger is sometimes hereinafter referred to as “Stock Consideration.” The Cash Consideration and Stock Consideration are sometimes referred to herein collectively as the “Merger Consideration.” No share of Integrity Stock shall be deemed to be outstanding or have any rights other than those set forth in this Section E.1 after the Effective Time. [The Exchange Ratio is subject to possible adjustment in accordance with Sections 1.5(cdefined below) and 8.2(c) of the Agreement and Plan of Merger, dated as of September 18, 2005, by and between FNB and Integrity. If so adjusted, the adjusted Exchange Ratio shall be reflected in this Plan of Merger prior to filing with the Secretary of State of North Carolina.] 2. Each share of the FNB Stock issued and outstanding immediately prior to the Effective Time of the Merger shall continue to be issued and outstanding and shall not be affected by the Merger. 3. Notwithstanding any other provision of this Plan of Merger, each holder of shares of Integrity Stock exchanged pursuant to the Merger who would otherwise have been entitled to receive a fraction of a share of FNB Stock (after taking into account all certificates delivered by such holdernumber of shares, the "Exchange Ratio"), (ii) shall receive, in lieu thereof, the right to receive cash (without interest) in an amount equal to such fractional part of a the Cash Factor per share of FNB Stock multiplied by the market value of one share of FNB Stock upon the Effective Time. The market value of one share of FNB Stock at the Effective Time shall be the last sale price of FNB Stock on Nasdaq Stock Market, Inc. National Market System as reported by The Wall Street Journal or, if not reported thereby, any other authoritative source selected by FNB, on the last trading day preceding the Effective Time. No such holder will be entitled to dividends, voting rightsHome Savings Stock, or any other rights as (iii) a shareholder in respect of any fractional shares. 4. As of the Effective Time, FNB shall deposit, or shall cause to be deposited, with Registrar and Transfer Company, in its capacity as the transfer agent of FNB Stock (the “Exchange Agent”), for the benefit of each holder of Integrity Stock for exchange in accordance with this Plan of Merger, (i) certificates representing the aggregate number of whole shares of FNB Stock to be issued as Stock Consideration, and (ii) the aggregate amount of cash to be delivered to holders of Integrity Stock as Cash Consideration and in lieu of any fractional shares, to be issued and paid pursuant to this Plan of Merger for outstanding shares of Integrity Stock (such certificates for shares of FNB Stock and such cash are referred to as the “Exchange Fund”). The Exchange Agent shall, pursuant to irrevocable instructions in accordance with this Plan of Merger, deliver the FNB Stock and cash contemplated to be issued with respect to Integrity Stock out of the Exchange Fund. The Exchange Fund shall not be used for any other purpose. The Exchange Agent shall invest any cash included in the Exchange Fund, as directed by FNB, on a daily basis. Any interest and other income resulting from such investments shall be paid to FNB. 5. After the Effective Time, FNB shall cause the Exchange Agent to mail to the shareholders of Integrity of record at the Effective Time transmittal materials and other appropriate written instructions (collectively, a “Transmittal Letter”) (which shall specify that delivery shall be effected, and risk of loss and title to the certificate representing shares of Integrity Stock prior to such Effective Time shall pass, only upon proper delivery of such certificates to the Exchange Agent and which shall be in such form and have such other provisions as FNB may reasonably specify). After the Effective Time and upon the proper surrender of certificate(s) representing shares of Integrity Stock to the Exchange Agent, together with a properly completed and duly executed Transmittal Letter, the holder of such certificate(s) shall be entitled to receive in exchange therefor the number combination of shares of FNB Stock and the cash to which such holder is entitled hereunder (including any cash payments to which such holder is entitled hereunder in respect of rights right to receive fractional shares and any dividends or other distributions to which such holder is entitled pursuant to Section cash as provided in Sections E.4 through E.6 below). For purposes hereof, subject "Average Closing Price" shall mean the average "Closing Price" of FNB Stock over the period of twenty (20) consecutive trading days ending on the trading day that is three trading days prior to any required withholding the date on which the closing of applicable taxesthe Merger takes place, and "Closing Price" shall mean the sum of the reported closing "bid" price and seventy-five (75%) of the spread between the reported closing "bid" and "ask" price of FNB Stock on the National Association of Securities Dealers Automated Quotations Inc. ("NASDAQ") National Market each day during such twenty (20) day period. Neither FNB nor Except as otherwise provided herein, the Exchange Agent shall be obligated to deliver any form of such payments in cash or stock until such holder surrenders the certificate(s) representing such holder’s shares. The certificate(s) so surrendered shall be duly endorsed as the Exchange Agent may require. If there is a transfer of ownership of any consideration into which each individual shareholder's shares of Integrity Home Savings Stock not registered will be converted will be determined in the transfer records of Integrity, the Merger Consideration shall be issued manner described in Sections E.4 through E.6 below. Notwithstanding anything contained herein to the transferee thereof contrary, if during the certificates representing such Integrity Stock are presented to period commencing on the Exchange Agent, accompanied by all documents required, in the reasonable judgment of FNB and the Exchange Agent, to evidence and effect such transfer and to evidence that any applicable stock transfer taxes have been paid. Any portion of the Exchange Fund that remains undistributed to the holders of certificates representing Integrity Stock for six months after the Effective Time shall be delivered to FNB, upon demand, and any shareholders of Integrity who have not previously complied with the provisions of this Plan of Merger shall thereafter look only to FNB for payment of their claim for FNB Stock and cash and any dividends or distributions with respect to FNB Stock. Any portion of the Exchange Fund remaining unclaimed by holders of Integrity Stock five years after the Effective Time (or such earlier date immediately prior to such time as such portion would otherwise escheat to or become property of any government entity) shall, to the extent permitted by applicable law, become the property of FNB free and clear of any claims or interest of any person previously entitled therein. Any other provision of this Agreement notwithstanding, neither FNB nor the Exchange Agent shall be liable to any holder of shares of Integrity Stock for any amounts paid or properly delivered in good faith to a public official pursuant to any applicable abandoned property law. 6. At and ending at the Effective Time, the stock transfer books Home Savings declares or pays cash dividends in an aggregate amount in excess of Integrity shall be closed as to holders of Integrity Stock immediately prior to $.30 per share ($.40 per share if the Effective Time and no transfer of Integrity Stock by any such holder shall thereafter be made or recognized. Until surrendered for exchange in accordance with the provisions of Section E.5 above, each certificate theretofore representing shares of Integrity Stock (other than shares to be canceled pursuant to Section E.1 above) shall from and is after the Effective Time represent for all purposes only the right to receive the Merger Consideration. If, after the Effective Time, certificates representing Integrity Stock are presented to FNB or the Exchange Agent for any reason, they shall be cancelled and exchanged as provided in this Plan of Merger. To the extent permitted by North Carolina law, former shareholders of record of Integrity shall be entitled to vote after the Effective Time at any meeting of shareholders of FNB the number of whole shares of FNB Stock into which their respective shares of Integrity Stock are converted, regardless of whether such holders have exchanged their certificates representing Integrity Stock for certificates representing FNB Stock in accordance with the provisions of this Agreement. Whenever a dividend or other distribution is declared by FNB on the FNB Stock, the record date for which is at FNB's regularly scheduled dividend for the first calendar quarter of 1998) or after the Effective Time, the declaration shall include dividends or makes any other distributions on all shares Home Savings Stock (collectively, the "Excess Cash Distributions"), then, for purposes of FNB Stock to this Agreement, the Cash Factor shall be issued pursuant to reduced by the Merger, but beginning at the Effective Time no dividend or other distribution payable to the holders of record of FNB Stock as per share amount of any time subsequent to such Excess Cash Distributions, and the Effective Time Exchange Ratio shall be delivered to the holder of any certificate representing shares of Integrity Stock issued and outstanding at the Effective Time until such holder surrenders such certificate for exchange as provided in Section E.5 above; provided, however, that upon surrender of such Integrity Stock certificate (or compliance with Section E.7 below), the FNB Stock certificate, together with all undelivered dividends or other distributions (without interest) and any cash payments to be paid for fractional share interests (without interest), shall be delivered and paid with respect to each share represented by such Integrity Stock certificatereduced accordingly. 7. Any shareholder of Integrity whose certificate representing shares of Integrity Stock has been lost, destroyed, stolen or otherwise is missing shall be entitled to receive a certificate representing the shares of FNB Stock and/or any cash, including cash in lieu of fractional shares, to which he or she is entitled in accordance with and upon compliance with conditions reasonably imposed by the exchange agent or FNB (including, without limitation, a requirement that the shareholder provide a lost instruments indemnity bond in form, substance and amount reasonably satisfactory to the exchange agent and FNB).

Conversion and Exchange of Shares. 1. At the Effective Time: (a) Each share of common stock, all rights par value $0.01 per share, of Integrity’s shareholders with respect Powertel ("POWERTEL COMMON STOCK") and Powertel Preferred Stock (as defined below) owned by DT or Powertel immediately prior to all then outstanding shares the Effective Time (each, an "EXCLUDED POWERTEL SHARE") shall, by virtue of the common stock Merger, and without any action on the part of Integritythe holder thereof, $1.00 par value per share (“Integrity Stock”) no longer be outstanding, be cancelled and retired without payment of any consideration therefor and shall cease to exist, . (b) By virtue of the Merger and without any action on the holders part of Integrity Stock shall cease the holder thereof (in each of the following cases other than Excluded Powertel Shares) and subject to be, and shall have no the further rights as, shareholders provisions of Integrity. At the Effective Time, this Section 1.05: (i) each such outstanding share of Integrity Stock (except for shares held, other than in a fiduciary capacity or as a result of debts previously contracted, by Integrity, FNB or any of their subsidiaries, which shall be canceled in the Merger) shall be converted exclusively into the right to receive $5.20 in cash, without interest, and a number of shares of the common stock of FNB, par value $2.50 per share (the “FNB Stock”), equal to the product of 1.1209 (the “Exchange Ratio”) and 0.78. The amount of cash into which shares of Integrity Stock shall be converted pursuant to this Plan of Merger is sometimes hereinafter referred to as “Cash Consideration,” and the number of shares of FNB Stock into which shares of Integrity Stock shall be converted pursuant to this Plan of Merger is sometimes hereinafter referred to as “Stock Consideration.” The Cash Consideration and Stock Consideration are sometimes referred to herein collectively as the “Merger Consideration.” No share of Integrity Stock shall be deemed to be outstanding or have any rights other than those set forth in this Section E.1 after the Effective Time. [The Exchange Ratio is subject to possible adjustment in accordance with Sections 1.5(c) and 8.2(c) of the Agreement and Plan of Merger, dated as of September 18, 2005, by and between FNB and Integrity. If so adjusted, the adjusted Exchange Ratio shall be reflected in this Plan of Merger prior to filing with the Secretary of State of North Carolina.] 2. Each share of the FNB Powertel Common Stock issued and outstanding immediately prior to the Effective Time shall be converted into the right to receive 2.6353 validly issued, fully paid and nonassessable DT Ordinary Shares (the "COMMON STOCK EXCHANGE RATIO"); (ii) each share of the Merger shall continue to be Powertel Series A Preferred Shares (as defined below) and Powertel Series B Preferred Shares (as defined below) issued and outstanding and shall not be affected by the Merger. 3. Notwithstanding any other provision of this Plan of Merger, each holder of shares of Integrity Stock exchanged pursuant to the Merger who would otherwise have been entitled to receive a fraction of a share of FNB Stock (after taking into account all certificates delivered by such holder) shall receive, in lieu thereof, cash (without interest) in an amount equal to such fractional part of a share of FNB Stock multiplied by the market value of one share of FNB Stock upon the Effective Time. The market value of one share of FNB Stock at the Effective Time shall be the last sale price of FNB Stock on Nasdaq Stock Market, Inc. National Market System as reported by The Wall Street Journal or, if not reported thereby, any other authoritative source selected by FNB, on the last trading day preceding the Effective Time. No such holder will be entitled to dividends, voting rights, or any other rights as a shareholder in respect of any fractional shares. 4. As of the Effective Time, FNB shall deposit, or shall cause to be deposited, with Registrar and Transfer Company, in its capacity as the transfer agent of FNB Stock (the “Exchange Agent”), for the benefit of each holder of Integrity Stock for exchange in accordance with this Plan of Merger, (i) certificates representing the aggregate number of whole shares of FNB Stock to be issued as Stock Consideration, and (ii) the aggregate amount of cash to be delivered to holders of Integrity Stock as Cash Consideration and in lieu of any fractional shares, to be issued and paid pursuant to this Plan of Merger for outstanding shares of Integrity Stock (such certificates for shares of FNB Stock and such cash are referred to as the “Exchange Fund”). The Exchange Agent shall, pursuant to irrevocable instructions in accordance with this Plan of Merger, deliver the FNB Stock and cash contemplated to be issued with respect to Integrity Stock out of the Exchange Fund. The Exchange Fund shall not be used for any other purpose. The Exchange Agent shall invest any cash included in the Exchange Fund, as directed by FNB, on a daily basis. Any interest and other income resulting from such investments shall be paid to FNB. 5. After the Effective Time, FNB shall cause the Exchange Agent to mail to the shareholders of Integrity of record at the Effective Time transmittal materials and other appropriate written instructions (collectively, a “Transmittal Letter”) (which shall specify that delivery shall be effected, and risk of loss and title to the certificate representing shares of Integrity Stock prior to such Effective Time shall pass, only upon proper delivery of such certificates to the Exchange Agent and which shall be in such form and have such other provisions as FNB may reasonably specify). After the Effective Time and upon the proper surrender of certificate(s) representing shares of Integrity Stock to the Exchange Agent, together with a properly completed and duly executed Transmittal Letter, the holder of such certificate(s) shall be entitled to receive in exchange therefor the number of shares of FNB Stock and the cash to which such holder is entitled hereunder (including any cash payments to which such holder is entitled hereunder in respect of rights to receive fractional shares and any dividends or other distributions to which such holder is entitled pursuant to Section E.6 below), subject to any required withholding of applicable taxes. Neither FNB nor the Exchange Agent shall be obligated to deliver any of such payments in cash or stock until such holder surrenders the certificate(s) representing such holder’s shares. The certificate(s) so surrendered shall be duly endorsed as the Exchange Agent may require. If there is a transfer of ownership of any shares of Integrity Stock not registered in the transfer records of Integrity, the Merger Consideration shall be issued to the transferee thereof if the certificates representing such Integrity Stock are presented to the Exchange Agent, accompanied by all documents required, in the reasonable judgment of FNB and the Exchange Agent, to evidence and effect such transfer and to evidence that any applicable stock transfer taxes have been paid. Any portion of the Exchange Fund that remains undistributed to the holders of certificates representing Integrity Stock for six months after the Effective Time shall be delivered to FNB, upon demand, and any shareholders of Integrity who have not previously complied with the provisions of this Plan of Merger shall thereafter look only to FNB for payment of their claim for FNB Stock and cash and any dividends or distributions with respect to FNB Stock. Any portion of the Exchange Fund remaining unclaimed by holders of Integrity Stock five years after the Effective Time (or such earlier date immediately prior to such time as such portion would otherwise escheat to or become property of any government entity) shall, to the extent permitted by applicable law, become the property of FNB free and clear of any claims or interest of any person previously entitled therein. Any other provision of this Agreement notwithstanding, neither FNB nor the Exchange Agent shall be liable to any holder of shares of Integrity Stock for any amounts paid or properly delivered in good faith to a public official pursuant to any applicable abandoned property law. 6. At the Effective Time, the stock transfer books of Integrity shall be closed as to holders of Integrity Stock immediately prior to the Effective Time and no transfer of Integrity Stock by any such holder shall thereafter be made or recognized. Until surrendered for exchange in accordance with the provisions of Section E.5 above, each certificate theretofore representing shares of Integrity Stock (other than shares to be canceled pursuant to Section E.1 above) shall from and after the Effective Time represent for all purposes only converted into the right to receive 121.9294 validly issued, fully paid and nonassessable DT Ordinary Shares (the Merger Consideration. If, after the Effective Time, certificates representing Integrity Stock are presented to FNB or the Exchange Agent for any reason, they shall be cancelled "SERIES A AND B PREFERRED EXCHANGE RATIO"); (iii) each share of Powertel Series D Preferred Shares (as defined below) issued and exchanged as provided in this Plan of Merger. To the extent permitted by North Carolina law, former shareholders of record of Integrity shall be entitled to vote after the Effective Time at any meeting of shareholders of FNB the number of whole shares of FNB Stock into which their respective shares of Integrity Stock are converted, regardless of whether such holders have exchanged their certificates representing Integrity Stock for certificates representing FNB Stock in accordance with the provisions of this Agreement. Whenever a dividend or other distribution is declared by FNB on the FNB Stock, the record date for which is at or after the Effective Time, the declaration shall include dividends or other distributions on all shares of FNB Stock to be issued pursuant to the Merger, but beginning at the Effective Time no dividend or other distribution payable to the holders of record of FNB Stock as of any time subsequent outstanding immediately prior to the Effective Time shall be converted into the right to receive 93.0106 validly issued, fully paid and nonassessable DT Ordinary Shares (the "SERIES D PREFERRED EXCHANGE RATIO"); and (iv) each share of Powertel Series E Preferred Shares (as defined below) and Powertel Series F Preferred Shares (as defined below) issued and outstanding prior to the Effective Time shall be converted into the right to receive (A) 179.5979 validly issued, fully paid and non-assessable DT Ordinary Shares (the "SERIES E AND F PREFERRED EXCHANGE RATIO"), plus (B) a number of validly issued, fully paid and nonassessable DT Ordinary Shares equal to the product of the number of shares of Powertel Common Stock representing accrued or declared but unpaid dividends on such Powertel Series E Preferred Share or Powertel Series F Preferred Share (calculated as if the Closing Date were a dividend payment date), as the case may be, and the Common Stock Exchange Ratio. The consideration payable pursuant to this paragraph (b) is referred to herein as the "MERGER CONSIDERATION." (c) Any DT Ordinary Shares constituting a portion of the Merger Consideration shall be delivered to the holder holders of any certificate Powertel Stock in the form of American depositary shares, each representing shares of Integrity Stock issued and outstanding at the Effective Time until such holder surrenders such certificate for exchange as provided in Section E.5 above; provided, however, that upon surrender of such Integrity Stock certificate (or compliance with Section E.7 below), the FNB Stock certificate, together with all undelivered dividends or other distributions (without interest) and any cash payments to be paid for fractional share interests (without interest), shall be delivered and paid with respect to each share represented by such Integrity Stock certificate. 7. Any shareholder of Integrity whose certificate representing shares of Integrity Stock has been lost, destroyed, stolen or otherwise is missing shall be entitled right to receive a certificate representing one DT Ordinary Share (the shares of FNB Stock and/or any cash, including cash in lieu of fractional shares, to which he "DT DEPOSITARY SHARES"). The DT Depositary Shares may be evidenced by one or she is entitled more receipts ("DT ADRS") issued in accordance with and upon compliance with conditions reasonably imposed by the exchange agent or FNB (includingDeposit Agreement, without limitationdated as of November 18, a requirement that the shareholder provide a lost instruments indemnity bond in form1996, substance and amount reasonably satisfactory to the exchange agent and FNB).as amended, among

Conversion and Exchange of Shares. (a) The manner and basis of converting or exchanging the shares of each of Cellular and Magnetics shall be as follows: (1) Each share (and fraction thereof) of no par value common stock of Magnetics which shall be outstanding immediately prior to the Effective Time of the Merger (except any such shares which shall then be held in the treasury of Magnetics) shall be changed, by virtue of the Merger and without any action on the part of the holder thereof, into: Two Hundred Seventy-Seven and 78/100ths shares (277.78) shares of Intercell so that upon the Effective Time of the Merger Intercell shall issue Two Hundred Seventy-Seven Thousand Seven Hundred Seventy-Eight(277,778) shares in exchange for all capital stock of Magnetics. (2) At the Effective Time of the Merger, all capital stock of Magnetics owned by Magnetics as treasury shares, if any, shall be canceled and such shares shall not be converted into shares of the Common Stock of Intercell. At the Effective TimeTime of the Merger, all rights of Integrity’s shareholders with respect to all then outstanding shares of the common capital stock of Integrity, $1.00 par value per share (“Integrity Stock”) shall cease to exist, Magnetics issued and the holders of Integrity Stock shall cease to be, and shall have no further rights as, shareholders of Integrity. At the Effective Time, each such outstanding share of Integrity Stock (except for shares held, other than in a fiduciary capacity or as a result of debts previously contracted, by Integrity, FNB or any of their subsidiaries, which shall be canceled and automatically subject to conversion into Intercell Common Stock as described in the Mergersubparagraph 1.09(a)(1). (3) shall be converted exclusively into the right to receive $5.20 in cash, without interest, and a number of No fractional shares of the common stock of FNB, par value $2.50 per share (the “FNB Stock”), equal to the product of 1.1209 (the “Exchange Ratio”) and 0.78. The amount of cash into which shares of Integrity Intercell Common Stock shall be converted pursuant issued in connection with the Merger. Instead, each holder of record shares of Intercell Common Stock at the Effective Date entitled to this Plan a fractional interest arising from the conversion of Merger is sometimes hereinafter referred such shares shall receive a cash payment for such fractional share. The cash payment for such fractional share shall be based upon the book value of such shares. No such holder shall be entitled to as “Cash Consideration,” dividends or other rights in respect of any such fractional interest. (b) If not previously surrendered to Intercell, at the Closing, not later than twenty (20) days after the Effective Time of the Merger, each holder of an outstanding certificate or certificates which prior thereto represented shares of Magnetics Common Stock shall surrender the same to Corporate Stock Transfer, Inc. ("Exchange Agent"), and each such holder shall be entitled upon such surrender to receive in exchange therefore, a certificate or certificates representing the number of shares of FNB Intercell Common Stock into which the certificate or certificates so surrendered shall have been converted as aforesaid. After the Effective Time of the Merger and until surrendered to, and canceled by the Exchange Agent, each certificate which, prior to the Effective Time of the Merger, represented outstanding shares of Integrity Stock shall be converted pursuant to this Plan of Merger is sometimes hereinafter referred to as “Stock Consideration.” The Cash Consideration and Stock Consideration are sometimes referred to herein collectively as the “Merger Consideration.” No share of Integrity Magnetics Common Stock shall be deemed for all corporate purposes to evidence the number of shares of Intercell Common Stock into which the same shall be outstanding or have been converted. Dividends on common stock of Intercell (if any rights other than those set forth in this Section E.1 are declared) payable after the Effective TimeTime of the Merger with respect to such shares shall not be paid with respect thereto until the related Magnetics certificates shall be been surrendered, whereupon they shall be paid without interest to the person in whose name Intercell Common Stock certificates are issued. [The Exchange Ratio is subject Notwithstanding the foregoing, any shareholder of Magnetics who lawfully elects to possible adjustment exercise his or her right to dissent from the Merger in accordance with Sections 1.5(cthe Arizona Revised Statutes Section 10-1302 et. seq. will not be deemed to have converted his or her shares of Magnetics Common Stock into shares of Intercell Common Stock until such time as that shareholder is no longer entitled to payment for his shares. At that time shares of Magnetics Common Stock held by a dissenting shareholder, but with respect to which such shareholder did not exercise his right to dissent form the Merger, shall be deemed converted into shares of Intercell Common Stock as aforesaid as of the Effective Time. (c) For purposes of paragraphs 1.09(a) and 8.2(c(b) of the Agreement and Plan this Article I, shares of Merger, dated as of September 18, 2005, by and between FNB and Integrity. If so adjusted, the adjusted Exchange Ratio shall be reflected in this Plan of Merger prior to filing with the Secretary of State of North Carolina.] 2. Each share of the FNB Magnetics Common Stock issued and outstanding immediately prior to the Effective Time of the Merger shall continue not include any shares of Magnetics Common Stock with respect to which the holders thereof ("Dissenting Magnetics Stockholders") shall have filed written objections to the Merger in the manner provided in the Arizona Revised Statutes Section 10-1321, provided, that if any such person shall subsequently lose his or her dissenter's rights, the shares of Magnetics Common Stock held by such person shall be deemed changed into shares of Intercell Common Stock as provided herein, as of the Effective Time of the Merger, and shall be exchanged in the manner and entitled to the rights provided herein. Magnetics shall give Intercell (i) prompt notice of any written objections or demands for payment of the value of their shares of Magnetics Common Stock received from the Dissenting Magnetics Stockholders and (ii) the opportunity to participate in all negotiations and proceeding s with respect to any such demands. Magnetics shall not, without the prior written consent of Intercell voluntarily make any payment with respect to, or settle or offer to settle, any such demands. (d) If any certificate for shares of Intercell Common Stock is to be issued in a name other than that in which the certificate surrendered in exchange therefor is registered, it shall be a condition of the issuance thereof that the certificate so surrendered shall be properly endorsed and otherwise in proper form for transfer with signatures thereon duly guaranteed by a bank or trust company and that the person requesting such exchange (i) pay to the Exchange Agent any transfer expenses or other taxes required by reason of the issuance of a certificate for share of Intercell Common Stock in any name other than that of the registered holder of the certificate surrendered or (ii) establish to the satisfaction of the Exchange Agent that such transfer expenses or other taxes required by the issuance of a certificate for shares of Intercell Common Stock in the same name of the registered holder of the certificate for Magnetics Common Stock surrendered shall be paid by Intercell Corporation. (e) If Intercell has not previously delivered the Intercell Common Stock deliverable hereunder, at the Closing, to the holders of the Magnetics Common Stock, as requested by such holders, then Intercell shall issue and deliver, or cause to be issued and outstanding delivered to the Exchange Agent one certificate representing the aggregate number of shares of Intercell Common Stock to which all holders of Magnetics Common Stock shall be entitled pursuant to this Agreement and shall not be affected by the Merger. 3. Notwithstanding any other provision of this Plan of Merger, each holder of but in no event exceeding Two Hundred Seventy-Seven Thousand Seven Hundred Seventy-Eight (277,778) shares of Integrity Stock exchanged pursuant to the Merger who would otherwise have been entitled to receive a fraction of a share of FNB Stock (after taking into account all certificates Intercell Common Stock. The certificate so delivered by in such holder) shall receive, in lieu thereof, cash (without interest) in an amount equal to such fractional part of a share of FNB Stock multiplied names as requested by the market value shareholders of one share of FNB Stock upon the Effective Time. The market value of one share of FNB Stock at the Effective Time Magnetics, but under no circumstances shall Intercell be the last sale price of FNB Stock on Nasdaq Stock Market, Inc. National Market System as reported by The Wall Street Journal or, if not reported thereby, any other authoritative source selected by FNB, on the last trading day preceding the Effective Time. No such holder will be entitled required to dividends, voting rights, or any other rights as a shareholder in respect of any issue certificates for fractional shares. 4. As (f) If after the date hereof and prior to the Effective Time of the Effective Time, FNB shall deposit, or shall cause to be deposited, with Registrar and Transfer Company, in its capacity as the transfer agent of FNB Stock (the “Exchange Agent”), for the benefit of each holder of Integrity Stock for exchange in accordance with this Plan of Merger, (i) certificates representing the aggregate number there shall be any recapitalization, split-up or consolidation of whole shares of FNB Intercell Common Stock to be issued as or Magnetics Common Stock Consideration, and or (ii) the aggregate amount outstanding shares of cash to be delivered to Intercell or Magnetics Common Stock are, in connection with a Merger or consolidation of Intercell or Magnetics exchanged for a different number or class of shares of stock of Intercell or Magnetics or for the shares of the capital stock of any other corporation or (iii) the record date for determination of holders of Integrity Intercell or Magnetics Common Stock as Cash Consideration entitled to receive a dividend payable in such stock shall occur, then there shall be made an appropriate adjustment in the number and in lieu class of any fractional shares, the shares to be issued and paid pursuant to this Plan of Merger for outstanding shares of Integrity Stock (such certificates for shares of FNB Stock and such cash are referred to as the “Exchange Fund”). The Exchange Agent shall, pursuant to irrevocable instructions in accordance with this Plan of Merger, deliver the FNB Stock and cash contemplated to be issued with respect to Integrity Stock out of the Exchange Fund. The Exchange Fund shall not be used for any other purpose. The Exchange Agent shall invest any cash included in the Exchange Fund, as directed by FNB, on a daily basis. Any interest and other income resulting from such investments shall be paid to FNB. 5. After the Effective Time, FNB shall cause the Exchange Agent to mail to the shareholders of Integrity of record at the Effective Time transmittal materials and other appropriate written instructions (collectively, a “Transmittal Letter”) (which shall specify that delivery shall be effected, and risk of loss and title to the certificate representing shares of Integrity Stock prior to such Effective Time shall pass, only upon proper delivery of such certificates to the Exchange Agent and which shall be in such form and have such other provisions as FNB may reasonably specify). After the Effective Time and delivered upon the proper surrender of certificate(s) representing shares of Integrity Stock to the Exchange Agent, together with a properly completed and duly executed Transmittal Letter, the holder of such certificate(s) shall be entitled to receive in exchange therefor the number of shares of FNB Stock and the cash to which such holder is entitled hereunder (including any cash payments to which such holder is entitled hereunder in respect of rights to receive fractional shares and any dividends or other distributions to which such holder is entitled pursuant to Section E.6 below), subject to any required withholding of applicable taxes. Neither FNB nor the Exchange Agent shall be obligated to deliver any of such payments in cash or stock until such holder surrenders the certificate(s) representing such holder’s shares. The certificate(s) so surrendered shall be duly endorsed as the Exchange Agent may require. If there is a transfer of ownership of any shares of Integrity Stock not registered in the transfer records of Integrity, the Merger Consideration shall be issued to the transferee thereof if the certificates representing such Integrity Stock are presented to the Exchange Agent, accompanied by all documents required, in the reasonable judgment of FNB and the Exchange Agent, to evidence and effect such transfer and to evidence that any applicable stock transfer taxes have been paid. Any portion of the Exchange Fund that remains undistributed to the holders of certificates representing Integrity Stock for six months after the Effective Time shall be delivered to FNB, upon demand, and any shareholders of Integrity who have not previously complied with the provisions of this Plan of Merger shall thereafter look only to FNB for payment of their claim for FNB Stock and cash and any dividends or distributions with respect to FNB Stock. Any portion of the Exchange Fund remaining unclaimed by holders of Integrity Stock five years after the Effective Time (or such earlier date immediately prior to such time as such portion would otherwise escheat to or become property of any government entity) shall, to the extent permitted by applicable law, become the property of FNB free and clear of any claims or interest of any person previously entitled therein. Any other provision of this Agreement notwithstanding, neither FNB nor the Exchange Agent shall be liable to any holder of shares of Integrity Stock for any amounts paid or properly delivered in good faith to a public official pursuant to any applicable abandoned property lawMerger. 6. At the Effective Time, the stock transfer books of Integrity shall be closed as to holders of Integrity Stock immediately prior to the Effective Time and no transfer of Integrity Stock by any such holder shall thereafter be made or recognized. Until surrendered for exchange in accordance with the provisions of Section E.5 above, each certificate theretofore representing shares of Integrity Stock (other than shares to be canceled pursuant to Section E.1 above) shall from and after the Effective Time represent for all purposes only the right to receive the Merger Consideration. If, after the Effective Time, certificates representing Integrity Stock are presented to FNB or the Exchange Agent for any reason, they shall be cancelled and exchanged as provided in this Plan of Merger. To the extent permitted by North Carolina law, former shareholders of record of Integrity shall be entitled to vote after the Effective Time at any meeting of shareholders of FNB the number of whole shares of FNB Stock into which their respective shares of Integrity Stock are converted, regardless of whether such holders have exchanged their certificates representing Integrity Stock for certificates representing FNB Stock in accordance with the provisions of this Agreement. Whenever a dividend or other distribution is declared by FNB on the FNB Stock, the record date for which is at or after the Effective Time, the declaration shall include dividends or other distributions on all shares of FNB Stock to be issued pursuant to the Merger, but beginning at the Effective Time no dividend or other distribution payable to the holders of record of FNB Stock as of any time subsequent to the Effective Time shall be delivered to the holder of any certificate representing shares of Integrity Stock issued and outstanding at the Effective Time until such holder surrenders such certificate for exchange as provided in Section E.5 above; provided, however, that upon surrender of such Integrity Stock certificate (or compliance with Section E.7 below), the FNB Stock certificate, together with all undelivered dividends or other distributions (without interest) and any cash payments to be paid for fractional share interests (without interest), shall be delivered and paid with respect to each share represented by such Integrity Stock certificate. 7. Any shareholder of Integrity whose certificate representing shares of Integrity Stock has been lost, destroyed, stolen or otherwise is missing shall be entitled to receive a certificate representing the shares of FNB Stock and/or any cash, including cash in lieu of fractional shares, to which he or she is entitled in accordance with and upon compliance with conditions reasonably imposed by the exchange agent or FNB (including, without limitation, a requirement that the shareholder provide a lost instruments indemnity bond in form, substance and amount reasonably satisfactory to the exchange agent and FNB).