Exhibit 2.2
SUPPLEMENT FOR MERGER SUB ACCESSION
TO MERGER AGREEMENT
ThisSUPPLEMENT FOR MERGER SUB ACCESSION TO MERGER AGREEMENT, dated as of the 15th day of April, 2011 (this “Supplement”), to the Agreement and Plan of Reorganization, dated as of December 15, 2010 (as may be amended from time to time in accordance with the terms thereof, the “Agreement”), by and between United Bankshares, Inc., a West Virginia corporation (“United”) and Centra Financial Holdings, Inc., a West Virginia corporation (“CFHI”).
WHEREAS, terms used but not otherwise defined herein have the meanings specified in the Agreement; and
WHEREAS, pursuant to Section 2.01 of the Agreement, United has determined to consummate the Merger in part through the merger of CFHI with and into UBC Holding Company, Inc., a West Virginia corporation (the “Merger Sub”).
NOW, THEREFORE, in consideration of the premises and of the mutual covenants, representations and warranties contained in the Agreement, the parties agree as follows:
1.Agreement. Merger Sub agrees (i) to be bound by and subject to the terms of the Agreement, (ii) to become a party to the Agreement, as provided by Section 2.01 thereof, (iii) to perform all obligations and agreements set forth therein, and (iv) to adopt the Agreement with the same force and effect as if the undersigned were originally a party thereto.
2.Notice. Any notice required to be provided pursuant to Section 10.06 of the Agreement shall be given to the Merger Sub at the following address:
UBC Holding Company, Inc.
514 Market Street
Parkersburg, WV 26101
Attn: Richard M. Adams, President
With a copy to:
Bowles Rice McDavid Graff & Love LLP
600 Quarrier Street (25301)
P. O. Box 1386
Charleston, West Virginia 25325-1386
Facsimile: (304) 343-3058
Attn: Sandra M. Murphy, Esq.
IN WITNESS WHEREOF, this Supplement has been duly executed and delivered by the undersigned, duly authorized thereunto as of the date first hereinabove written.
UBC HOLDING COMPANY, INC. | ||
By: | /s/ Richard M. Adams | |
Name: | Richard M. Adams | |
Title: | President | |
CENTRA FINANCIAL HOLDINGS, INC. | ||
By: | /s/ Darren K. Williams | |
Name: | Darren K. Williams | |
Title: | Chief Financial Officer | |
UNITED BANKSHARES, INC. | ||
By: | /s/ Richard M. Adams | |
Name: | Richard M. Adams | |
Title: | Chairman of the Board and Chief Executive Officer |
2