EXECUTION COPY
AGREEMENT AND PLAN OF REORGANIZATION AND MERGER
This AGREEMENT AND PLAN OF REORGANIZATION AND MERGER (this "Agreement")
is made effective the 15th day of August, 2002 by and between CAPITAL BANK, a
North Carolina bank ("Capital") and HIGH STREET BANKING COMPANY, a North
Carolina bank ("High Street").
W I T N E S S E T H:
WHEREAS, Capital Bank Corporation ("CBC") is the holding company of
Capital and High Street Corporation ("HSC") is the holding company of High
Street,
WHEREAS, CBC and HSC are parties to that certain Merger Agreement dated
May 1, 2002 (the "Holding Company Merger Agreement"), pursuant to which it is
contemplated that HSC shall merge with and into CBC (the "Holding Company
Merger");
WHEREAS, the Holding Company Merger is scheduled to close on or before
December 1, 2002;
WHEREAS, upon consummation of the Holding Company Merger, Capital and
High Street will be wholly-owned subsidiaries of CBC; and
WHEREAS, the parties desire to merge High Street with and into Capital
after, and subject to, the consummation of the Holding Company Merger.
NOW, THEREFORE, in consideration of the foregoing and the provisions
set forth below, the parties hereto agree as follows:
1. Subject to Section 2 hereof, High Street shall merge into Capital
(the "Merger").
2. The Merger is subject to the consummation of the Holding Company
Merger by the filing of articles of merger related thereto with the office of
the North Carolina Secretary of State, as well as the parties' obtaining all
required regulatory and other approvals required to effect the Merger. In the
event the Holding Company Merger has not been effected by December 31, 2002, the
Merger shall be deemed abandoned and this Agreement and Plan of Reorganization
and Merger shall terminate and have no further force or effect. Upon the
termination of the Holding Company Merger Agreement, the Merger shall be deemed
abandoned and this Agreement and Plan of Reorganization and Merger shall
terminate and have no further force or effect.
3. After the Merger, Capital shall be the surviving corporation and
shall continue to have the name "Capital Bank."
4. The Merger shall be effected pursuant to the terms and conditions of
this Agreement. Upon the Merger's becoming effective, upon the filing of
articles of merger with the North Carolina Secretary of State, the corporate
existence of High Street shall cease, and the corporate existence of Capital
shall continue. The time when the Merger shall become effective is referred to
in this Agreement as the "Effective Time."
5. At the Effective Time, the outstanding shares of the corporations
participating in the Merger shall be converted and exchanged as follows:
A. Capital: The outstanding shares of Capital shall not be
converted, exchanged or altered in any manner as a result of the Merger
and shall remain outstanding as shares of Capital.
B. High Street: Each outstanding share of High Street shall be
canceled as a result of the Merger.
6. The Articles of Incorporation of Capital are not amended under this
Agreement.
7. After approval of this Agreement by the Board of Directors of
Capital, and at any time before the Effective Time, the Board of Directors of
Capital may, in its discretion, abandon the Merger.
8. This Agreement shall be governed by the laws of the State of North
Carolina.
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[Signature Page to Agreement and Plan of Reorganization and Merger]
IN WITNESS WHEREOF, this Agreement has been executed and sealed by the
parties hereto, all as of the date first written above.
CAPITAL BANK
ATTEST: BY: /S/ XXXXX X. XXXX
-----------------------------------
XXXXX X. XXXX
PRESIDENT AND CHIEF EXECUTIVE OFFICER
/S/ XXXXX X. XXXXXX, XX
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XXXXX X. XXXXXX, XX.
SECRETARY
[CORPORATE SEAL]
HIGH STREET BANKING COMPANY
ATTEST: BY: /S/ J. XXXXX XXXXXXXXX
-----------------------------------
J. XXXXX XXXXXXXXX
PRESIDENT AND CHIEF EXECUTIVE OFFICER
/S/ XXXX X. XXXXXX
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XXXX X. XXXXXX
SECRETARY
[CORPORATE SEAL]
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