PURCHASE AND ASSUMPTION AGREEMENT
This Agreement, dated as of September 13, 2000, is by and between First Bancorp, a corporation organized
under the laws of the State of North Carolina ("Buyer"), and First Union National Bank, a national banking
association organized under the laws of the United States of America ("Seller").
WHEREAS, Seller desires to sell certain of its Branches, together with the Assets, the Deposits and the other
Liabilities (each as hereinafter defined) set forth herein; and
WHEREAS, Buyer desires to purchase the Branches, including the Assets, and to assume the Deposits and the
other Liabilities set forth herein;
NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the
parties hereto hereby agree as follows:
1.1 Certain Defined Terms.
Some of the capitalized terms appearing in this Agreement are defined below. The definition of a term expressed
in the singular also applies to that term as used in the plural and vice versa. The word "including" as used herein
shall mean "including without limitation."
"Adjusted Closing Statement" has the meaning set forth in Section 3.2(b) of this Agreement.
"Affiliate" means a Person that directly or indirectly, through one or more intermediaries, controls, is controlled
by, or is under common control with, a specified Person, except in those cases where the controlling Person
exercises control solely in a fiduciary capacity.
"Amount of Premium" has the meaning set forth in
Section 3.1 of this Agreement.
"Assets" has the meaning set forth in Section 2.1 of this Agreement.
"Benefit Plan" means any pension, profit-sharing, or other employee benefit, fringe benefit, severance or welfare
plan maintained by or with respect to which contributions are made by, Seller or any of its Affiliates with respect
to Seller's Employees.
"Branches" means those branch offices and/or financial centers of Seller listed on Schedule 1.1(a), indicating