Exhibit 2.2.2
AMENDMENT NO. 2 TO AGREEMENT OF
MERGER
THIS AMENDMENT NO. 2 TO AGREEMENT OF
MERGER (this “ Amendment ”) is made and entered
into as of October 15, 2009 between First Bankshares, Inc., a
Virginia bank holding company incorporated pursuant to the Virginia
Stock Corporation Act (“ FBS ”), and Xenith
Corporation, a Virginia corporation (“ Xenith
”). This Amendment amends that certain Agreement of Merger,
dated as of May 12, 2009, as amended by that certain Amendment
No. 1 thereto, dated as of August 14, 2009 (as so
amended, the “ Agreement ”), by and between FBS
and Xenith. Capitalized terms used herein and not otherwise defined
herein have the meanings ascribed to such terms in the
Agreement.
WITNESSETH:
WHEREAS, Section 12.03 of the
Agreement provides that the Agreement may be amended prior to the
Effective Time if, but only if, such amendment is in writing and is
signed by each party to the Agreement; and
WHEREAS, the parties to this
Amendment, being all of the parties to the Agreement, wish to amend
the Agreement as set forth herein.
NOW, THEREFORE, in consideration of
the foregoing and based on the mutual covenants and agreements
contained herein, and other