EXHIBIT 2
STOCK INVESTMENT AGREEMENT
THIS AGREEMENT is made this 6th day of November, 1996, by and between
FNB CORPORATION ("FNB") and SUN BANCORP, INC. ("Sun").
BACKGROUND
A. FNB is a bank holding company organized under the laws of the
Commonwealth of Pennsylvania.
B. Bucktail Bank and Trust Company ("Bucktail") is a wholly-owned
subsidiary of FNB.
C. Sun is a bank holding company organized under the laws of the
Commonwealth of Pennsylvania.
D. Sun and FNB have, simultaneously with executing this
Agreement, entered into an Agreement and Plan of Reorganization dated as of the
date hereof ("Plan").
E. As part of the Plan, and subject to the terms and the
conditions of the Plan and conditions set forth herein, Sun has agreed to issue
to FNB 538,461 shares (the "Shares") of Sun's common stock, par value $1.25 per
share (referred to herein as Sun Common Stock or "Common Stock") in exchange for
one hundred percent (100%) of the outstanding shares of Bucktail Common Stock.
F. On the Effective Date as defined in the Plan, and pursuant to
the Plan, Sun shall issue to FNB, 538,461 shares of Common Stock.
G. This Agreement relates to and survives the Plan. Capitalized
terms not defined herein have the same meaning as defined in the Plan.
NOW THEREFORE, in consideration of the mutual agreements and covenants
herein contained, the parties hereto, intending to be legally bound hereby, do
now covenant and agree as follows:
1. INCORPORATION OF BACKGROUND. The Background of this Agreement
set forth above is hereby incorporated by reference into this Agreement, and the
parties hereto expressly agree to perform, observe and abide by their respective
executory obligations set forth in said background.
2. NO GRANT OF PREEMPTIVE OR PURCHASE RIGHTS. Nothing in this
Agreement shall be construed as granting to FNB any preemptive or other right to
purchase or receive authorized but unissued shares of Sun Common Stock.
Furthermore, this Agreement governs all right of FNB to acquire, hold or
transfer shares of Sun Common Stock.
In the event that Sun at any time or times issues any shares of Common
Stock for any reason, including but not limited to, as a result of the exercise
of any warrants, options or other rights now or hereafter issued or outstanding,
its implementation of any stock option plan, or its sale or contribution of
Common Stock to an employee stock ownership plan, employee profit sharing or
pension plan, or in connection with a merger or acquisition by Sun, there shall
be no obligation on the part of Sun to issue authorized, but unissued shares of
Common Stock to FNB in order for FNB to maintain its percentage ownership
interest in Sun. In the event that Sun issues shares of Common Stock such that
the issuance increases the number of outstanding shares of Common Stock by more
than one percent (1%), Sun concurrently therewith shall give to FNB written
notice of such issuance. For purposes of this Paragraph 2, a pro rata stock
split or stock dividend shall not be considered an issuance of stock.
3. OWNERSHIP LIMITATION. Notwithstanding any other provisions
hereof, FNB shall not, for a period of five (5) years following the Effective
Date as defined in Section 10.2 of the Plan, acquire or gain beneficial
ownership, through any means or in any manner, of shares of Sun Common Stock or
other capital stock of Sun if the result of such acquisition would be to cause
FNB to be the beneficial owner of more than twenty percent (20%) of the shares
of Sun Common Stock or other capital stock of Sun then outstanding. For purposes
of this Agreement, "beneficial ownership" shall mean beneficial ownership
pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended,
and the rules, regulations and interpretations thereunder.
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4. TRANSFER LIMITATIONS.
(a) For a period of two (2) years after the Effective Date,
FNB shall not, in any manner, transfer, sell or exchange shares of Sun
Common Stock beneficially owned by FNB, except with the prior written
approval of Sun.
(b) Subject to the provisions of Paragraphs 6 and 7 of this
Agreement, for a period beginning two (2) years after the Effective
Date and ending four (4) years after the Effective Date, FNB may
transfer, sell or exchange during each calendar quarter, Sun Common
Stock beneficially owned by FNB in an aggregate amount no greater than
one-half of one percent (0.5%) of the shares of Sun Common Stock then
outstanding.
(c) Subject to the provisions of Paragraphs 6 and 7 of this
Agreement, for a period beginning four (4) years after the Effective
Date and ending six (6) years after the Effective Date, FNB may
transfer, sell or exchange during each calendar quarter, Sun Common
Stock beneficially owned by FNB in an aggregate amount no greater than
one percent (1%) of the shares of Sun Common Stock then outstanding.
5. AFFILIATE STATUS. FNB acknowledges that as a result of its
receipt of Sun Common Stock pursuant to the Plan and this Agreement, it will be
deemed to be an "affiliate" of Sun as that term is referred to in Securities and
Exchange Commission Rule 144, and in view of such designation, will be subject
to certain restrictions under the Securities Act of 1933, as amended, ("1933
Act") and the General Rules and Regulations thereunder with respect to the sale,
transfer, assignment, pledge or other disposition of shares of Sun Common Stock
issued to FNB.
6. NOTICE OF TRANSFER. FNB agrees that if at any time: (a) FNB
desires or intends to transfer, sell, or exchange any Sun Common Stock, or
enters or is about to enter into any contract or arrangement to do so; (b) FNB
enters into an agreement to merge, consolidate, or sell or transfer all or
substantially all of the assets of FNB, where FNB is not the surviving entity or
institution; (c) FNB becomes or is about to become insolvent, bankrupt under the
federal
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bankruptcy laws, in receivership under the laws of any jurisdiction, or the
subject or cause of any assignment for the benefit of creditors; or (d) any Sun
Common Stock owned or held by FNB is or is about to be exchanged or transferred
by operation of law, or by reason of or pursuant to any judgment, decree, order
of any court (other than one enforcing any provisions of this Agreement), FNB
promptly shall give to Sun prior written notice of that fact, which notice shall
specify accurately the proposed transferee, the amount of Sun Common Stock
transferred, sold or exchanged or to be transferred, sold or exchanged and the
bona fide transfer price per share of the Common Stock to be transferred, sold
or exchanged or, if applicable, that the shares of Sun Common Stock are intended
to be offered or distributed in an open market transaction.
7. OPTION TO REPURCHASE - RIGHT OF FIRST REFUSAL. Upon Sun's
receiving a written notice required by Paragraph 6 hereof, Sun shall have the
right, but not the obligation to purchase any or all of FNB's "Available Stock".
For purposes hereof, in all cases the term "Available Stock" shall mean all of
the Sun Common Stock held by or for FNB, except that in the case of an intended
transfer, sale or exchange of Sun Common Stock described in Paragraph 6(a) or
(d) hereof, the term "Available Stock" shall mean the kind and amount of Sun
Common Stock described in the written notice required by Paragraph 6. Sun shall
have the right to purchase the Available Stock for a period of thirty (30) days
after Sun's receipt of written notice from FNB of its intent to transfer such
shares. If the amount of Available Stock to be transferred, sold or exchanged is
less than one percent (1%) of the shares of Sun Common Stock then outstanding,
Sun shall have the right to purchase the Available Stock at a price equal to the
arithmetic average of the bid and asked prices for Sun Common Stock reported on
the National Market System of the National Association of Securities Dealers
Automated Quotation System (NASDAQ/NMS) on the day most immediately preceding
the day the Available Stock is to be purchased by Sun for which such prices are
available. If the amount of Available Stock to be transferred, sold or exchanged
is equal to or greater than one percent (1%) of the of the shares of Sun Common
Stock then outstanding, Sun shall have the right to purchase the Available Stock
at a price equal to the greater of the Closing Market Price (as hereinafter
defined) or the price offered for the Available Shares by a third party not
affiliated with FNB. For purposes of this Agreement, the Closing Market Price
shall be the arithmetic average of the average of the per share closing bid and
asked prices reported for Sun Common Stock for the fifteen (15) trading days
immediately
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preceding the date on which the notice to Sun pursuant to Paragraph 6 was
received by Sun, as reported on the NASDAQ/NMS. In the event that NASDAQ/NMS
shall fail to report a closing bid and asked price for Sun Common Stock for any
trading day during the fifteen (15) day period, the closing bid and asked price
reported for that day shall be equal to the average of the closing bid and asked
prices as reported: (i) by Xxxxxx Xxxxxxxxxx Xxxxx, Inc. and by X. X. Xxxxxxxxx
& Co., Inc.; or, in the event that neither of these firms is then making a
market in Sun Common Stock, (ii) by two brokerage firms then making a market in
Sun Common Stock to be selected by Sun and approved by FNB.
8. ENDORSEMENT. All certificates representing Common Stock held
by FNB shall be endorsed in substantially the following form:
THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE
TERMS OF A STOCK INVESTMENT AGREEMENT DATED , 1996, BETWEEN FNB
CORPORATION AND SUN BANCORP, INC., WHICH IMPOSES CERTAIN RESTRAINTS
UPON ANY TRANSFER OF STOCK OF SUN BANCORP, INC. A COPY OF THE AGREEMENT
IS ON FILE AT THE RESPECTIVE PRINCIPAL OFFICES OF FNB CORPORATION AND
SUN BANCORP, INC.
THE SHARES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED FOR
RESALE UNDER THE FEDERAL OR STATE SECURITIES LAWS AND MAY NOT BE
OFFERED FOR SALE, SOLD, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN
EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES THEREOF OR AN
OPINION OF COUNSEL, SATISFACTORY TO SUN BANCORP, INC. AND ITS COUNSEL,
THAT THE PROPOSED TRANSACTION WILL BE EXEMPT FROM REGISTRATION.
This endorsement shall be cancelled at such time as the Shares subject
to the endorsement are subject to an effective registration statement under the
1933 Act for resale by FNB. Cancellation of the endorsement, shall not, however,
change any other terms of this Agreement.
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In addition, this endorsement shall be removed with respect to any
Shares that are to be transferred, exchanged or sold, pursuant to an available
exemption from registration upon receipt of an opinion from counsel satisfactory
to Sun and its counsel, that the proposed transaction and proposed transfer,
exchange or sale will be exempt for registration from federal and state
securities laws.
9. REGISTRATION RIGHTS. If, at any time after the Effective Date,
Sun shall receive a written request therefor from FNB, Sun shall, if permitted
by Securities and Exchange Commission ("SEC") rules or regulations, prepare,
file and keep current a registration statement under the 1933 Act, covering the
Shares, and shall use its best efforts to cause such registration statement to
become effective and remain current for a period of not more than 245 days.
Without the written consent of FNB, neither Sun nor any other holder of
securities of Sun may include securities in such registration statement. Sun
shall in no way be restricted from registering, issuing, selling or exchanging
other equity or debt securities, or derivatives thereof, nor shall Sun be
obligated to make effective more than one registration statement pursuant to
this Paragraph 9. Additionally, Sun shall be required to provide notice to FNB
prior to filing any registration statement under the 1933 Act concerning any
securities of Sun, for its own account or for the account of others, so that FNB
can elect to include information in such registration statement to permit FNB to
offer the Shares for resale.
10. PIGGYBACK REGISTRATION RIGHTS. If at any time Sun proposes to
register any of its securities under the 1933 Act in connection with the public
offering of such securities by Sun or any holder of Sun securities solely for
cash on a form that would also permit the registration of the Shares, Sun shall
each such time give FNB written notice of such determination at least thirty
(30) days prior to the date of filing of a registration statement with the SEC.
Upon the written request of FNB given within thirty (30) days after mailing of
such notice by Sun, Sun shall use its best efforts to cause to be registered
under the 1933 Act all of the Shares that FNB has requested be so registered. It
is expressly understood that Piggyback Registration Rights provided in this
paragraph 10 only apply to securities sold for cash and not in an exchange
transaction.
11. REGISTRATION OF SHARES. If and whenever Sun is required by the
provisions of Paragraph 8 hereof to effect the registration of any of the Shares
under the 1933 Act, Sun will:
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(a) prepare and file with the Securities and Exchange
Commission (the "SEC") such amendments to such registration statement
and supplements to the prospectus contained therein as may be necessary
to keep such registration statement current for a period of not more
than 245 days;
(b) furnish to FNB and to FNB's underwriters of the Shares
being registered such reasonable number of copies of the registration
statement, preliminary prospectus, final prospectus and such other
documents as FNB or such underwriters may reasonably request in order
to facilitate the public offering of the Shares, provided however, that
the cost associated with providing such copies shall be borne by FNB;
(c) use its best efforts to register or qualify the Shares
covered by such registration statement under such state securities or
blue sky laws of such jurisdictions as FNB or such underwriters may
reasonably request; provided that Sun shall not be required by virtue
hereof to submit to jurisdiction or to furnish a general consent to
service of process in any state;
(d) notify FNB, promptly after Sun shall receive notice
thereof, of the time when such registration statement has become
effective or any supplemental amendment to any prospectus forming a
part of such registration statement has been filed;
(e) notify FNB promptly of any request by the SEC for the
amending or supplementing of such registration statement or prospectus
or for additional information;
(f) prepare and file with the SEC, promptly upon the request
of FNB, any amendments or supplements to such registration statement or
prospectus which, in the opinion of counsel for FNB and Sun, are
required under the 1933 Act or the rules and regulations promulgated
thereunder in connection with the distribution of the Shares by FNB;
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(g) prepare and promptly file with the SEC such amendment or
supplement to such registration statement or prospectus as may be
necessary to correct any statements or omission if, at the time when a
prospectus relating to such Shares is required to be delivered under
the Securities Act, any event shall have occurred as a result of which
such prospectus as then in effect would include an untrue statement of
a material fact or omit to state any material fact necessary to make
the statements therein, in the light of the circumstances under which
they were made, not misleading;
(h) advise FNB, promptly after it shall receive notice or
obtain knowledge, of the issuance of any stop order by the SEC
suspending the effectiveness of such registration statement or the
initiation or threatening of any proceeding for that purpose and
promptly use its best efforts to prevent the issuance of any stop order
or to obtain its withdrawal if such stop order should be issued; and
(i) at the request of FNB, furnish on the date or dates
provided for in the underwriting agreement: (i) an opinion or opinions
of counsel to Sun for the purposes of such registration, addressed to
the underwriters and to FNB, covering such matters as such underwriters
and FNB may reasonably request and as are customarily covered by
issuer's counsel at that time; and (ii) a letter or letters from the
independent certified public accountants of Sun, addressed to the
underwriters and to FNB, covering such matters as such underwriters or
FNB may reasonably request, in which letters such accountants shall
state (without limiting the generality of the foregoing) that they are
independent certified public accountants within the meaning of the 1933
Act and that, in the opinion of such accountants, the financial
statements and other financial data of Sun included in the registration
statement or any amendment or supplement thereto comply in all material
respects with the applicable accounting requirements of the 1933 Act.
12. INDEMNIFICATION. Except as otherwise limited herein, in the
event any Shares are included in a registration statement under Paragraph 11
hereof,
(a) Sun will indemnify and hold harmless, to the extent
permitted by law, FNB, each of its directors, officers, employees, or
agents for FNB, any
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person who controls FNB within the meaning of the 1933 Act, and any
underwriter for FNB (within the meaning of the 0000 Xxx) against any
losses, claims, damages or liabilities, joint or several, to which FNB
or any such director, officer, controlling person, agent or underwriter
may become subject under the 1933 Act or applicable state securities
laws, to the extent that such losses, claims, damages or liabilities
(or actions with respect thereto) arise out of or are based on any
untrue or alleged untrue statements of any material fact contained in
such registration statement, including any preliminary prospectus or
final prospectus contained therein or any amendments or supplements
thereto, or arise out of or are based upon the omission or alleged
omission to state therein a material fact required to be stated therein
or necessary to make the statements therein not misleading and Sun will
reimburse any legal or other expenses reasonably incurred by FNB or any
such director, officer, employee, controlling person, agent or
underwriter in connection with investigating or defending any such
loss, claim, damage, liability, or action; provided, however, that the
indemnification contained in this Paragraph 12(a) shall not apply to
amounts paid in settlement of any such loss, claim, damage, liability
or action if such settlement is effected without the consent of Sun
(which consent shall not be unreasonably withheld), nor shall Sun be
liable for any such loss, claim, damage, liability or action to the
extent that it arises out of or is based upon an untrue statement or
alleged untrue statement or omission or alleged omission made in
connection with such registration statement, preliminary prospectus,
final prospectus or amendments or supplements thereto, in reliance upon
and in conformity with written information furnished expressly for use
in connection with such registration by or on behalf of FNB, its
directors, officers, employees, controlling persons, agents or
underwriters.
(b) FNB will indemnify and hold harmless, to the extent
permitted by law, Sun, each of its directors, each of its officers who
have signed the registration statement, its employees, each person, if
any, who controls Sun within the meaning of the 1933 Act, and each
agent or underwriter for Sun (within the meaning of the 0000 Xxx)
against any losses, claims, damages or liabilities, joint or several,
to which Sun or any such director, officer, employee, controlling
person, agent or underwriter may become subject under the 1933 Act and
applicable state securities laws, to the extent that such
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losses, claims, damages or liabilities (or actions with respect
thereto) arise out of or are based upon any untrue or alleged untrue
statements of any material fact contained in such registration
statement, including any preliminary prospectus or final prospectus
contained therein or any amendments or supplements thereto, or arise
out of or are based upon the omission or alleged omission to state
therein a material fact required to be stated therein or necessary to
make the statements therein not misleading, in each case to the extent,
but only to the extent, that such untrue or alleged untrue statement or
omission or alleged omission was made in such registration statement,
preliminary or final prospectus, or amendments or supplements thereto,
in reliance upon and in conformity with written information furnished
by FNB expressly for use in connection with such registration; and FNB
will reimburse any legal or other expenses reasonably incurred by Sun
or any such director, officer, controlling person, agent or underwriter
in connection with investigating or defending any such loss, claim,
damage, liability or action; provided, however, that the
indemnification contained in this Paragraph 12(b) shall not apply to
amounts paid in settlement of any such loss, claim, damage, liability
or action if such settlement is effected without the consent of FNB
(which consent shall not be unreasonably withheld) and shall not exceed
the amount of any proceeds received by FNB from the sale of its Shares;
and
(c) promptly after receipt by an indemnified party under this
Paragraph 12 of notice of the commencement of any action, such
indemnified party will, if a claim that would, if asserted, give rise
to a claim for indemnity hereunder, such indemnified party will, if a
claim in respect thereof is to be made against any indemnifying party
under this Paragraph 12, notify the indemnifying party in writing of
the commencement thereof or knowledge thereof and the indemnifying
party shall have the right to participate in, and to the extent the
indemnifying party so desires, jointly with any other indemnifying
party similarly noticed, to assume the defense thereof with counsel
mutually satisfactory to the parties. The failure to notify an
indemnifying party promptly of the commencement of any such action, or
of the knowledge of any such claim, if prejudicial to its ability to
defend such action, shall relieve such indemnifying party of any
liability to the indemnified party under this Paragraph 12, but the
omission to so notify the indemnifying
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party will not relieve it of any liability that it may have to the
indemnified party other than under this Paragraph 12.
(d) If an indemnitor is unable to fulfill its indemnification
obligations under this Section because of the requirements of
applicable law, then such indemnitor, in lieu of such indemnification,
shall contribute to the amount paid or payable by the applicable
indemnitee and with respect to which such indemnitee would otherwise be
entitled to indemnification. The amount of such contribution shall be
determined in good faith taking into account; (i) the relative benefits
received by such indemnitor and such Indemnitee out of the offering
from which such claim for contribution arises; and (ii) the relative
fault of such indemnitor and indemnitee for the events giving rise to
such claim for contribution. Notwithstanding any other provision
hereof, no person guilty of fraudulent misrepresentation within the
meaning of Section 11(f) of the 1933 Act shall be entitled to
indemnification or contribution from any person who was not guilty of
such fraudulent misrepresentation.
13. FEES. With respect to the registration requested pursuant to
Paragraph 9 hereof, and except as provided therein, FNB shall bear the following
fees, costs and expenses: registration, filing and NASD fees, printing and
engraving expenses, fees and disbursements of its counsel and accountants and
all reasonable legal fees and disbursements and other expenses of Sun to comply
with state securities or blue sky laws of any jurisdictions in which the Shares
to be offered are to be registered or qualified. Fees and disbursements of
counsel and accountants for FNB, underwriting discounts and commissions and
transfer taxes for FNB and any other expenses incurred by FNB shall be borne by
FNB. If Shares are registered pursuant to Paragraph 9, FNB may choose all
professionals necessary to prepare and file the registration statement, which
professionals shall be approved by Sun, which approval shall not be unreasonably
withheld. With respect to a registration pursuant to Paragraph 10, Sun shall pay
all costs and expenses of such registration except such increases in cost and
expense which directly relate to inclusion of additional Shares by FNB.
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14. BOARD OF DIRECTORS OF SUN, SUCCESSIVE ELECTIONS. Upon the
expiration of the initial terms of the two persons elected by the Shareholders
to positions on the Board of Directors of Sun pursuant to Section 12.2 of the
Plan, at subsequent Sun Annual Shareholders Meetings, so long as FNB
beneficially owns not less than fifteen percent (15%) of the shares of Sun
Common Stock or other capital stock of Sun then outstanding as of the record
date for such Sun Annual Shareholders Meeting (as provided for in the By-laws of
Sun), the Board of Directors of Sun shall recommend to the shareholders of Sun
the election to the Board of Directors of Sun of two persons who otherwise meet
the eligibility requirements for directors of Sun, proposed by FNB and agreed to
by Sun, which agreement shall not be unreasonably withheld. All right of FNB to
propose persons for election to the Board of Directors of Sun is described by
and limited to the provisions of this Paragraph 14; under no circumstances shall
the number of directors proposed by FNB and sitting on the Board of Directors of
Sun exceed two persons.
15. ASSIGNMENT BY FNB. This Agreement may not be assigned by FNB
without the prior written consent of Sun.
16. TIME OF THE ESSENCE. Time shall be of the essence in the
performance of the obligations and conditions under this Agreement. In the event
that FNB fails to give notice or to make payment within the applicable time
period herein prescribed with respect to any warrant, option or other right
arising hereunder, such warrant, option or right hereunder shall lapse and be
void in that instance.
17. COVENANTS OF FNB. FNB hereby agrees and covenants that:
(a) the Shares shall only be sold or transferred pursuant to
the terms hereof.
(b) FNB shall cooperate with Sun in the preparation of
notices, reports, disclosures, registrations, declarations and filings
required as of result of the transaction contemplated by this
Agreement.
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18. COVENANTS OF SUN. Sun hereby agrees and covenants that it will
prepare and timely file required reports, registrations and filings with the SEC
or any appropriate state securities law authority and if Sun is not subject to
the reporting requirements of the 1934 Act, then otherwise make and keep
adequate, current public information available with respect to Sun within the
meaning of Rule 144 under the 1933 Act.
19. CONSTRUCTION. The provisions of this Agreement shall be
binding upon and inure to the benefit of the named parties hereto, and their
respective successors and assigns, subject however, to the restrictions against
assignment hereinbefore contained. The provisions of this Agreement shall be
construed and enforced under and in accordance with the laws of the Commonwealth
of Pennsylvania, except to the extent that federal law is controlling. The
captions of the numbered Paragraphs of this Agreement have been inserted for
convenience only and shall not affect the meaning or construction of any of the
provisions of this Agreement. Where used in this Agreement, unless the context
otherwise clearly requires: the plural shall include the singular, and
vice-versa; and the words "hereof", "hereunder", "herein" and other similar
compounds of the word "here" shall refer to this entire Agreement and not to any
particular Paragraph or provision of this Agreement.
20. NOTICES. All notices required under or given pursuant to the
provisions of this Agreement shall be sent to the intended recipient at its
principal offices, or to such other place as the intended recipient may have
directed in a written notice given in accordance with the provisions of this
Paragraph 20, either by first class certified mail, return receipt requested,
with postage prepaid, or by United States Postal Service or private courier
express over-night delivery service, the delivery by which is evidenced in the
ordinary course by a written receipt or other written record.
21. SURVIVAL OF TERMS. The terms, conditions, warranties and
covenants in this Agreement or in any instrument delivered by or on behalf of
the parties hereto shall be continuous and survive the execution of this
Agreement.
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22. INTEGRATION. This Agreement constitutes and embodies the
entire understanding of the parties hereto as to the subject matter hereof, and
may not and shall not be amended, modified or altered by any promises,
representations, terms or conditions not herein expressly set forth unless the
same are set forth in a writing duly executed by both of the parties hereto.
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IN WITNESS WHEREOF, the said parties hereto, intending to be legally
bound hereby, have caused this Agreement to be duly executed by their respective
undersigned authorized corporate officers on the day, month and year first above
written.
Attest: SUN BANCORP, INC.
/s/ Xxxxxx X. Xxxxxxxxxxxx By /s/ Xxxxxxx X. Xxxxx
--------------------------- ------------------------------
Xxxxxx X. Xxxxxxxxxxxx Xxxxxxx X. Xxxxx
Secretary Chairman of the Board of Directors
(SEAL)
Attest: F.N.B. CORPORATION
/s/ Xxxxx X. Xxxx By /s/ Xxxx X. Xxxx
--------------------------- ------------------------------
Xxxxx X. Xxxx Xxxx X. Xxxx
General Counsel Executive Vice President
(SEAL)
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