AGREEMENT AND PLAN OF MERGER

by and between

FNB CORP.

and

INTEGRITY FINANCIAL CORPORATION

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

W I T N E S S E T H:

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

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

ARTICLE I. THE MERGER

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

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

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

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

1.4 Conversion of Shares.

(a) Integrity Stock. Except as otherwise provided herein, at the Effective Time, all rights of Integritys 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 shares of Integrity Stock shall cease to be, and shall have no further rights as, shareholders of Integrity. At the Effective Time, each such outstanding share of Integrity Stock (except for shares held, other than in a fiduciary capacity or as a result of debts previously contracted, by Integrity, FNB or any of their subsidiaries, which shall be canceled in the Merger) shall be converted, without any action on the part of the holder of such shares, into the right to receive the Merger Consideration (as defined in Section 1.5) in accordance with this Article I. Following the Effective Time, certificates representing shares of Integrity Stock outstanding at the Effective Time shall evidence only the right of the registered holder thereof to receive, and may be exchanged for, the Merger Consideration.

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