-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, WgQijFmIQNHrcJD0DOhZ1BA7935GLLbbcgFOZxCe16A0/Y2lseuJjETdCdE1N943 0rujtUQD4MM3u/dCdbD9Ag== 0000950129-01-502602.txt : 20010815 0000950129-01-502602.hdr.sgml : 20010815 ACCESSION NUMBER: 0000950129-01-502602 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20010630 FILED AS OF DATE: 20010814 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CENTURY BANCSHARES INC CENTRAL INDEX KEY: 0000785813 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 521489098 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-16234 FILM NUMBER: 1712120 BUSINESS ADDRESS: STREET 1: 1275 PENNSYLVANIA AVE., N.W. CITY: WASHINGTON STATE: DC ZIP: 20004 BUSINESS PHONE: 202-496-40 MAIL ADDRESS: STREET 1: 1275 PENNSYLVANIA AVE NW CITY: WASHINGTON STATE: DC ZIP: 20004 10-Q 1 h89914e10-q.txt CENTURY BANCSHARES INC - JUNE 30, 2001 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------------------------- FORM 10-Q (MARK ONE) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2001 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ____________ to ____________. Commission File Number: 0-16234 CENTURY BANCSHARES, INC. (Exact Name of Registrant as Specified in its Charter) DELAWARE 52-1489098 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 1275 PENNSYLVANIA AVENUE, N.W. WASHINGTON, D. C. 20004 ----------------------------------------- (Address of Principal Executive Offices) (Zip Code) (202) 496-4100 --------------------------------------------------- (Registrant's Telephone Number, Including Area Code) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No --- --- At July 31, 2001, there were 4,358,895 shares of the registrant's Common Stock, par value $1.00 per share, outstanding. 2 CENTURY BANCSHARES, INC. QUARTERLY REPORT ON FORM 10-Q FOR THE QUARTER ENDED JUNE 30, 2001 TABLE OF CONTENTS PAGE ---- PART I - FINANCIAL INFORMATION Item 1. Financial Statements 1 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 8 Item 3. Quantitative and Qualitative Disclosures About Market Risks 21 PART II - OTHER INFORMATION Item 4. Submission of Matters to a Vote of Security Holders 23 Item 6. Exhibits and Reports on Form 8-K 23 SIGNATURES 24 EXHIBIT INDEX 25 3 PART I - FINANCIAL INFORMATION Item 1. Condensed Financial Information CENTURY BANCSHARES, INC. QUARTERLY REPORT ON FORM 10-Q CENTURY BANCSHARES, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION (UNAUDITED) JUNE 30, 2001 AND DECEMBER 31, 2000
JUNE 30, DECEMBER 31, 2001 2000 ======================================================================================================================= ASSETS: Cash and due from banks $ 15,486,717 $ 13,133,004 Federal funds sold 238,327 7,078,260 Interest bearing deposits in other banks 7,961,665 310,333 Investment securities available-for-sale, at fair value 67,823,343 91,722,426 Investment securities held-to-maturity, at amortized cost, fair value of $12,423,807 and $21,163,732 at June 30, 2001 and December 31, 2000, respectively 12,423,688 20,389,131 Loans, net of unearned income 292,929,497 259,368,250 Less: allowance for credit losses (2,954,612) (2,958,213) -------------- ------------- Loans, net 289,974,885 256,410,037 Loans held for sale 1,612,281 390,010 Leasehold improvements, furniture, and equipment, net 6,161,798 6,079,063 Accrued interest receivable 2,478,895 3,037,344 Intangible assets, net 5,454,182 5,834,499 Net deferred taxes 3,739,678 3,642,736 Other real estate owned 240,297 - Other assets 1,432,581 1,630,500 -------------- ------------- Total Assets $ 415,028,337 $ 409,657,343 ============== ============= LIABILITIES AND STOCKHOLDERS' EQUITY LIABILITIES: Deposits: Noninterest-bearing $ 53,658,542 $ 60,159,668 Interest-bearing 268,599,839 269,019,073 -------------- ------------- Total deposits 322,258,381 329,178,741 Federal funds purchased and securities sold under Agreements to repurchase 28,527,067 20,287,760 Long term debt: Federal Home Loan Bank Advances 19,932,483 20,389,080 Preferred securities of subsidiary trust 8,800,000 8,800,000 Other borrowings 3,519,109 3,000,342 Other liabilities 6,928,727 3,835,366 -------------- ------------- Total Liabilities 389,965,767 385,491,289 -------------- ------------- STOCKHOLDERS' EQUITY: Common stock, $1.00 par value; 10,000,000 shares authorized; 4,465,511 and 4,243,253 shares issued at June 30, 2001 and December 31, 2000, respectively 4,465,511 4,243,253 Additional paid in capital 25,160,569 23,884,404 Deficit (3,900,909) (2,875,067) Treasury stock, at cost, 143,000 shares at June 30, 2001 and December 31, 2000 (828,806) (828,806) Other comprehensive income (loss), net of tax effect 166,205 (257,730) -------------- ------------- Total Stockholders' Equity 25,062,570 24,166,054 -------------- ------------- Commitments and contingencies Total Liabilities and Stockholders' Equity $ 415,028,337 $ 409,657,343 ============== =============
See accompanying condensed notes to consolidated financial statements (unaudited). 4 CENTURY BANCSHARES, INC. QUARTERLY REPORT ON FORM 10-Q CENTURY BANCSHARES, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) THREE AND SIX MONTHS ENDED JUNE 30, 2001 AND 2000
Three Months Ended Six Months Ended June 30, June 30, 2001 2000 2001 2000 ================================================================== INTEREST INCOME: Interest and fees on loans $6,154,205 $4,823,135 $12,194,952 $9,418,499 Interest on federal funds sold 23,788 256,314 113,589 405,871 Interest on deposits in other banks 22,957 194,357 38,303 302,505 Interest on securities available-for-sale 1,380,992 1,038,908 3,062,416 1,958,434 Interest on securities held-to-maturity 4,776 199,538 4,776 326,748 ------------------------------------------------------------------ Total interest income 7,586,718 6,512,252 15,414,036 12,412,057 INTEREST EXPENSE: Interest on deposits: Savings accounts 298,019 213,265 648,967 448,643 NOW accounts 127,007 102,421 233,562 210,216 Money market accounts 360,453 424,384 753,385 734,332 Certificates under $100,000 1,489,764 924,461 2,997,224 1,887,866 Certificates $100,000 and over 831,301 563,281 1,755,374 1,067,986 ------------------------------------------------------------------ Total interest on deposits 3,106,544 2,227,812 6,388,512 4,349,043 ------------------------------------------------------------------ Interest on borrowings 868,877 765,401 1,705,558 1,181,213 ------------------------------------------------------------------ Total interest expense 3,975,421 2,993,213 8,094,070 5,530,256 ------------------------------------------------------------------ Net interest income 3,611,297 3,519,039 7,319,966 6,881,801 Provision for credit losses 330,000 215,000 820,000 440,000 ------------------------------------------------------------------ Net interest income after provision for credit losses 3,281,297 3,304,039 6,499,966 6,441,801 NONINTEREST INCOME: Service charges on deposit accounts 381,565 392,300 772,551 734,870 Other operating income 270,401 126,031 438,191 215,540 Gain on sales/calls of investment securities 1,743,490 - 1,787,141 - ------------------------------------------------------------------ Total noninterest income 2,395,456 518,331 2,997,883 950,410 ------------------------------------------------------------------ NONINTEREST EXPENSE: Salaries and employee benefits 1,059,484 1,307,171 2,367,799 2,641,018 Occupancy and equipment expense 419,089 379,477 892,399 770,201 Professional fees 449,070 336,195 732,036 550,400 Depreciation and amortization 177,073 181,511 344,637 357,806 Amortization of deposit premiums 190,329 97,967 380,317 195,935 Data processing 236,107 254,757 517,947 503,116 Communications 176,078 157,644 343,777 300,733 Federal deposit insurance premiums 13,631 12,828 28,844 25,159 Merger-related expense 282,361 - 1,965,214 - Other operating expenses 321,412 347,182 679,864 590,344 ------------------------------------------------------------------ Total noninterest expense 3,324,634 3,074,732 8,252,834 5,934,712 ------------------------------------------------------------------ Income before income tax expense 2,352,119 747,638 1,245,015 1,457,499 Income tax expense 966,974 285,957 831,291 564,106 ------------------------------------------------------------------ NET INCOME $ 1,385,145 $461,681 $413,724 $ 893,393 ================================================================== Basic income per common share $ 0.32 $ 0.11 $ 0.10 $ 0.21 Diluted income per common share 0.31 0.11 0.09 0.20 Weighted average common shares outstanding 4,312,922 4,274,526 4,310,170 4,303,706 Diluted weighted average common shares outstanding 4,446,598 4,350,225 4,413,989 4,379,057
See accompanying condensed notes to consolidated financial statements (unaudited). 2 5 CENTURY BANCSHARES, INC. QUARTERLY REPORT ON FORM 10-Q CENTURY BANCSHARES, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (UNAUDITED) SIX MONTHS ENDED JUNE 30, 2001 AND 2000
Other Common Additional Treasury Comprehensive Total Stock Paid in Stock, Income (Loss), Stockholders' $1.00 par Capital Deficit at cost net of tax effect Equity =================================================================================================================================== Balance, December 31, 2000 $4,243,253 $23,884,404 $(2,875,067) $(828,806) $ (257,730) $ 24,166,054 Comprehensive income: Net income 413,724 413,724 Unrealized gain on investment securities transferred from held-to-maturity on adoption of SFAS 133, net of tax effect 503,491 503,491 Reclassification adjustment for gains included in net income, net of tax effect (636,561) (636,561) Unrealized gain on investment securities during the period, net of tax effect 557,005 557,005 - ----------------------------------------------------------------------------------------------------------------------------------- Comprehensive income 413,724 423,935 837,659 Stock dividend 205,439 shares 205,439 1,232,634 (1,438,073) - Cash paid in lieu of fractional shares (1,493) (1,493) Exercise of common stock options - 16,819 shares 16,819 43,531 60,350 - ----------------------------------------------------------------------------------------------------------------------------------- Balance, June 30, 2001 $4,465,511 $25,160,569 $(3,900,909) $(828,806) $ 166,205 $ 25,062,570 - -----------------------------------------------------------------------------------------------------------------------------------
Other Common Additional Treasury Comprehensive Total Stock Paid in Stock, Income (Loss), Stockholders' $1.00 par Capital Deficit at cost net of tax effect Equity =================================================================================================================================== Balance, December 31, 1999 $4,201,904 $23,724,788 $(3,918,210) $(789,863) $(1,738,126) $21,480,493 Comprehensive income: Net income 893,393 893,393 Unrealized loss on investment securities, net of tax effect (31,476) (31,476) - ----------------------------------------------------------------------------------------------------------------------------------- Comprehensive income 893,393 (31,476) 861,917 Purchase of treasury stock, at cost, 5,000 shares (30,000) (30,000) Exercise of common stock options - 16,786 shares 16,786 55,846 (960) 71,672 - ----------------------------------------------------------------------------------------------------------------------------------- Balance, June 30, 2000 $4,218,690 $23,780,634 $(3,025,777) $(819,863) $(1,769,602) $22,384,082 - -----------------------------------------------------------------------------------------------------------------------------------
See accompanying condensed notes to consolidated financial statements (unaudited). 3 6 CENTURY BANCSHARES, INC. QUARTERLY REPORT ON FORM 10-Q CENTURY BANCSHARES, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) SIX MONTHS ENDED JUNE 30, 2001 AND 2000
(Dollars in thousands) 2001 2000 ================================================================================================= CASH FLOWS FROM OPERATING ACTIVITIES: Net income $ 414 $ 893 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization of premises and equipment 345 358 Amortization of intangibles 380 196 Provision for credit losses 820 440 Provision (benefit) for deferred taxes (369) 44 Gain on sales/calls of securities available-for-sale (1,787) - Decrease (increase) in accrued interest receivable 558 (318) Decrease in other assets 198 29 Increase (decrease) in other liabilities 3,093 (96) ----------------------- Total adjustments 3,238 653 ----------------------- Net cash provided by operating activities 3,652 1,546 ----------------------- CASH FLOWS FROM INVESTING ACTIVITIES: Net increase in loans (34,626) (17,045) Net increase in loans held for sale (1,222) (210) Net decrease (increase) in interest bearing deposits in other banks (7,651) 14,416 Purchases of securities available-for-sale (2,365) (10,864) Purchases of securities held-to-maturity (12,424) (14,579) Repayments and maturities of securities available-for-sale 11,912 4,990 Repayments and maturities of securities held-to-maturity - 84 Proceeds from sales/calls of securities available-for-sale 37,225 - Net purchase of leasehold improvements, furniture and equipment (427) (295) ----------------------- Net cash used in investing activities (9,578) (23,503) ----------------------- CASH FLOWS FROM FINANCING ACTIVITIES: Net increase (decrease) in demand, savings, NOW and money market deposit accounts (47) 13,052 Net decrease in certificates of deposit (6,873) (1,875) Net increase in customer repurchase accounts 8,239 4,509 Net increase (decrease) in other borrowings 519 (15,012) Net proceeds from issuance of long-term debt - 10,000 Net proceeds from issuance of preferred securities of subsidiary trust - 8,536 Repayment of long-term debt (457) (514) Purchase of treasury stock - (30) Net proceeds from issuance of common stock 59 72 ----------------------- Net cash provided by financing activities 1,440 18,738 ----------------------- NET DECREASE IN CASH AND CASH EQUIVALENTS (4,486) (3,219) Cash and cash equivalents, beginning of period 20,211 24,545 ----------------------- CASH AND CASH EQUIVALENTS, END OF PERIOD $ 15,725 $ 21,326 ======================= SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: Interest paid on deposits and borrowings $ 8,223 $ 5,263 Income taxes paid 450 780 Loans transferred to OREO 240 -
See accompanying condensed notes to consolidated financial statements (unaudited). 4 7 CENTURY BANCSHARES, INC. QUARTERLY REPORT ON FORM 10-Q CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (1) BASIS OF PRESENTATION In the opinion of management the unaudited consolidated financial statements as of June 30, 2001, and for the three and six month periods ended June 30, 2001 and 2000 contain all adjustments (consisting only of normal recurring adjustments) necessary to present fairly the financial position and results of operations of Century Bancshares, Inc. (Century) as of such dates and for such periods. The results of operations for the six months ended June 30, 2001 are not necessarily indicative of the results of operations that may be expected for the year ending December 31, 2001 or any future periods. On March 15, 2001, Century completed its acquisition of GrandBanc, Inc. in a stock for stock exchange value at $9.4 million. In addition to the acquisition being accounted for as a pooling of interests as described below, certain prior period balances have been reclassified to conform to the current period. (2) ACQUISITION ACTIVITIES On August 25, 2000, Century assumed $51.8 million of deposit liabilities, purchased $3.4 million of mortgage loans and $1.0 million of fixed assets, and recorded $3.5 million of intangible assets related to the purchase of the Reston Branch of Resource Bank located in Fairfax County, Virginia (the Reston Branch). In connection with the transaction, Century also assumed the lease for the branch location at 1498 North Point Village Center in Reston, Virginia. The Reston Branch premises consist of approximately 2,600 square feet, which are under lease through 2013, with additional options to renew for two successive terms of five years each. On March 15, 2001, Century consummated its merger with GrandBanc, Inc. (OTC: GDBC) in a stock-for-stock exchange valued at $9.4 million. Shareholders of GrandBanc, Inc. received .3318 shares of Century's common stock for each of the 4,049,665 shares of GrandBanc, Inc. common stock and cash in lieu of each fractional share at the rate of $6.9375. The merger was accounted for as a pooling of interests. GrandBanc, Inc., which had $118.0 million in total assets at December 31, 2000 is the parent holding company of GrandBank, a Maryland chartered commercial bank headquartered in Rockville, Maryland, which operated four banking offices in Montgomery County, Maryland and one banking office in Alexandria, Virginia. GrandBank was merged into the Bank on May 18, 2001. All financial information has been restated to effect the pooling of interests. On June 14, 2001, Century announced it had entered into a definitive agreement to merge with United Bankshares, Inc. (NASDAQ:UBSI) in a transaction valued at $62.5 million. Under the terms of the agreement, Century stockholders will receive 0.45 shares of United Bankshares, Inc. common stock plus $3.43 in cash for each share of Century common stock. The transaction is intended to be a tax-free exchange of shares and accounted for under the purchase method of accounting. (See note 5 for a discussion of new accounting standards which will apply to this transaction). The transaction is subject to regulatory and stockholder approvals and is projected to close in the fourth quarter of 2001. (3) INVESTMENT SECURITIES Investment securities available-for-sale and their contractual maturities, at June 30, 2001 and December 31, 2000, are summarized as follows:
Amortized Gross Unrealized Gross Unrealized June 30, 2001 Cost Gains Losses Fair Value ============================================================================================================================== Obligations of U.S. government agencies: Within one year $ 7,490,839 $54,578 $ 2,777 $ 7,542,640 After one, but within five years 17,941,016 315,445 - 18,256,461 After five, but within ten years 17,919,090 11,342 43,988 17,886,444 - ------------------------------------------------------------------------------------------------------------------------------ 43,350,945 381,365 46,765 43,685,545 - ------------------------------------------------------------------------------------------------------------------------------ Mortgage-backed securities 18,840,048 40,278 120,098 18,760,228 - ------------------------------------------------------------------------------------------------------------------------------ Other debt securities: After ten years 1,000,000 - 30,000 970,000 - ------------------------------------------------------------------------------------------------------------------------------ Total debt securities 63,190,993 421,643 196,863 63,415,773 Equity securities 4,376,649 30,921 - 4,407,570 - ------------------------------------------------------------------------------------------------------------------------------ Total investment securities available-for-sale $67,567,642 $452,564 $196,863 $67,823,343 ==============================================================================================================================
On January 1, 2001, Century adopted SFAS 133 and elected to reclassify its entire held-to-maturity securities portfolio to available-for-sale. 5 8 CENTURY BANCSHARES, INC. QUARTERLY REPORT ON FORM 10-Q CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (3) INVESTMENT SECURITIES, CONTINUED
Amortized Gross Unrealized Gross Unrealized December 31, 2000 Cost Gains Losses Fair Value ============================================================================================================================== Obligations of U.S. government agencies: Within one year $14,345,338 $ 3,287 $ 28,638 $14,319,987 After one, but within five years 30,643,605 153,825 77,093 30,720,337 After five, but within ten years 25,008,644 236,346 460,120 24,784,870 - ------------------------------------------------------------------------------------------------------------------------------ 69,997,587 393,458 565,851 69,825,194 - ------------------------------------------------------------------------------------------------------------------------------ Mortgage-backed securities 19,211,323 346 371,038 18,840,631 - ------------------------------------------------------------------------------------------------------------------------------ Total debt securities 89,208,910 393,804 936,889 88,665,825` Equity securities 2,954,215 102,386 - 3,056,601 - ------------------------------------------------------------------------------------------------------------------------------ Total investment securities available-for-sale $92,163,125 $496,190 $936,889 $91,722,426 ==============================================================================================================================
Expected maturities may differ from contractual maturities of mortgage-backed securities and collateralized mortgage obligations because borrowers have the right to prepay their obligations at any time. As a member of the Federal Home Loan Bank system, the Bank is required to hold shares of stock in the Federal Home Loan Bank of Atlanta. The Bank, as a member of the Federal Reserve System is required to hold shares in the Federal Reserve Bank of Richmond. Investment securities totaling $50.4 million and $51.3 million at June 30, 2001 and December 31, 2000, respectively, were pledged to secure FHLBA borrowings, public deposits, customer repurchase accounts, and other borrowings. Investment securities available-for-sale were sold/called for gross proceeds of $37.2 million in 2001 resulting in a gross gain of $1.787 million. No investment securities were sold during 2000. During June 2001, Century repositioned the investment portfolio by selling $19.2 million in available-for-sale securities and reinvesting the proceeds into held-to-maturity securities having similar risk profiles. At June 30, 2001, full reinvestment of the proceeds had not occurred with remaining reinvestment to be completed in the third quarter of 2001. Gains from the sales provided an immediate increase to the Bank's regulatory capital and the categorization of the newly purchased securities as held-to-maturity will reduce future volatility in comprehensive income. Investment securities held-to-maturity, and their contractual maturities, at June 30, 2001 and December 31, 2000, are summarized as follows:
Amortized Gross Unrealized Gross Unrealized June 30, 2001 Cost Gains Losses Fair Value ================================================================================================================================ Obligations of states and political subdivisions: After ten years $4,277,718 $ 3 $10 $4,277,711 - -------------------------------------------------------------------------------------------------------------------------------- Other: After ten years 8,145,970 126 - 8,146,096 - -------------------------------------------------------------------------------------------------------------------------------- Total investment securities held-to-maturity $12,423,688 $129 $10 $12,423,807 ================================================================================================================================
Amortized Gross Unrealized Gross Unrealized December 31, 2000 Cost Gains Losses Fair Value ================================================================================================================================= Obligations of U.S. government agencies: After one, but within five years $ 5,999,326 $ 31,250 $ - $ 6,030,576 - --------------------------------------------------------------------------------------------------------------------------------- Obligations of states and political subdivisions: After five but within ten years 1,090,617 80,081 - 1,170,698 After ten years 7,183,792 509,139 9,790 7,683,141 - --------------------------------------------------------------------------------------------------------------------------------- 8,274,409 589,220 9,790 8,853,839 - --------------------------------------------------------------------------------------------------------------------------------- Mortgage-backed securities 1,788,917 286 22,117 1,767,086 - --------------------------------------------------------------------------------------------------------------------------------- Other: After ten years 4,326,479 185,752 - 4,512,231 - --------------------------------------------------------------------------------------------------------------------------------- Total investment securities held-to-maturity $20,389,131 $806,508 $31,907 $21,163,732 =================================================================================================================================
6 9 CENTURY BANCSHARES, INC. QUARTERLY REPORT ON FORM 10-Q CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (4) INCOME PER COMMON SHARE Basic income per common share is calculated by dividing net income by the weighted-average common shares outstanding. Diluted income per common share is calculated by dividing net income by the sum of weighted-average common shares and potentially dilutive common shares. Century paid 5% stock dividends on April 17, 2000 and June 29, 2001, to common stock shareholders resulting in the issuance of 136,152 shares and 205,439 shares, respectively, and a proportionate increase in the number of shares of common stock issuable upon the exercise of stock options outstanding. Weighted-average shares outstanding and all share and per share data have been restated for the effect of these stock dividends. In accordance with SFAS No. 128, the calculation of basic income per common share and diluted income per common share is detailed below:
Three Months Ended Six Months Ended -------------------------------- -------------------------------- June 30, June 30, -------------------------------- -------------------------------- 2001 2000 2001 2000 -------------------------------- -------------------------------- BASIC INCOME PER COMMON SHARE: Net income $ 1,385,145 $ 461,681 $413,724 $893,393 Weighted average common shares outstanding 4,312,922 4,274,526 4,310,170 4,303,706 -------------------------------- -------------------------------- Basic income per common share $0.32 $0.11 $0.10 $0.21 -------------------------------- -------------------------------- DILUTED INCOME PER COMMON SHARE: Net income $ 1,385,145 $ 461,681 $413,724 $ 893,393 Weighted average common shares outstanding 4,312,922 4,274,526 4,310,170 4,303,706 Dilutive effect of stock options 133,676 75,699 103,819 75,351 -------------------------------- -------------------------------- Diluted weighted average common shares outstanding 4,446,598 4,350,225 4,413,989 4,379,057 -------------------------------- -------------------------------- Diluted income per common share $0.31 $0.11 $0.09 $0.20 -------------------------------- --------------------------------
(5) NEW FINANCIAL ACCOUNTING STANDARDS In June 1998, SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities," was issued. SFAS 133 requires that an entity recognize all derivatives as either assets or liabilities in the statement of financial position and measure these instruments at fair value. In certain circumstances a derivative may be specifically designed as a hedge of the exposure to changes in the fair values of a recognized asset or liability or an unrecognized firm commitment, the exposure to variable cash flows of a forecasted transaction, or the exposure to fluctuations in foreign currency. Among a number of other provisions, SFAS 133 allows entities to reclassify held-to-maturity securities without calling into question management's intent for the remainder of its securities portfolios. In June 2000, SFAS No. 138, "Accounting for Certain Derivative Instruments and Certain Hedging Activities," was issued to amend SFAS No. 133 to address a limited number of issues related to implementation of SFAS 133. Century adopted SFAS 133 on January 1, 2001 and elected to reclassify its entire held-to-maturity securities portfolio into the available-for sale securities portfolio, which resulted in a transition adjustment that increased stockholders' equity by $503,491, net of income taxes. In June 2001, SFAS No. 141, "Business Combinations," was issued. SFAS 141 requires that all business combinations be accounted for by a single method--the purchase method. SFAS 141 further requires that intangible assets be recognized apart from goodwill only if they meet one of two criteria--the contractual-legal criterion or the separability criterion. The disclosure of the primary reasons for a business combination and the allocation of the purchase price paid to the assets acquired and liabilities assumed by major balance sheet caption is also required. SFAS 141 applies to all business combinations initiated after June 30, 2001 and to all business combinations accounted for using the purchase method for which the date of acquisition is July 1, 2001, or later. 7 10 CENTURY BANCSHARES, INC. QUARTERLY REPORT ON FORM 10-Q CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (5) NEW FINANCIAL ACCOUNTING STANDARDS-CONTINUED In June 2001, SFAS No. 142, "Goodwill and Other Intangible Assets," was issued. SFAS 142 adopts a more aggregate view of goodwill and bases the accounting for goodwill on the units of the combined entity into which an acquired entity is integrated. Furthermore, goodwill and other intangible assets that have indefinite useful lives will not be amortized but rather will be tested at least annually for impairment using specific guidance. Additional supplemental disclosures of information about goodwill and other intangibles in the years subsequent to their acquisitions are also required. The provisions of SFAS 142 are required to be applied starting with fiscal years beginning after December 15, 2001, except that all goodwill and intangible assets acquired after June 30, 2001, will be subject immediately to the nonamortization and amortization provisions. Since goodwill and some intangible assets will no longer be amortized, the reported amounts of goodwill and intangible assets will not decrease at the same time and in the same manner as under previous standards which could lead to more volatility in reported income because impairment losses are likely to occur irregularly and in varying amounts. ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OVERVIEW Century Bancshares, Inc., a Delaware corporation (Century), and a registered bank holding company under the Bank Holding Company Act of 1956, as amended, was incorporated and organized in 1985. Century began active operations in 1986 with the acquisition of its subsidiary, Century National Bank (Bank), a full service bank that opened for business in 1982. The Bank provides a broad line of financial products and services to small and middle market businesses and individuals in the greater Washington, DC metropolitan area. On March 15, 2001, Century consummated its merger with GrandBanc, Inc. (GrandBanc) (OTC: GDBC) in a stock-for-stock exchange valued at $9.4 million. Shareholders of GrandBanc received .3318 shares of Century's common stock for each of the 4,049,665 shares of GrandBanc common stock and cash in lieu of each fractional share at the rate of $6.9375. The merger was accounted for as a pooling of interests and all financial information has been restated to give effect to the pooling of interests. GrandBanc, which had $118.0 million in total assets at December 31, 2000, was the parent holding company of GrandBank, a Maryland chartered commercial bank headquartered in Rockville, Maryland. Century merged GrandBank into the Bank on May 18, 2001. On June 14, 2001, Century announced it had entered into a definitive agreement to merge with United Bankshares, Inc. (United) (NASDAQ:UBSI) in a transaction valued at $62.5 million. Under the terms of the agreement Century stockolders will receive 0.45 shares of United common stock plus $3.43 in cash for each share of Century common stock. The transaction, which is intended to be a tax-free exchange of shares and accounted for under the purchase method of accounting, is subject to regulatory and stockholder approvals and is projected to close in the fourth quarter of 2001. United, which had $5.01 billion in total assets at June 30, 2001, is the parent holding company of two banking subsidiaries, United National Bank and United Bank. United also owns nonbank subsidiaries that engage in mortgage banking, asset management, investment banking and financial planning. With the completion of the merger with GrandBanc and the subsequent merger of GrandBank into the Bank, Century, currently operates 11 full-service banking offices - two in downtown Washington, five in Northern Virginia, four in Montgomery County and an insurance agency at the following locations: International Square Branch (Main office of bank) - 1875 Eye Street, NW, Washington, DC 20006 Pennsylvania Avenue Branch (Executive offices of Century) - 1275 Pennsylvania Avenue, NW, Washington, DC 20004 McLean Branch - 6832 Old Dominion Drive, McLean, Virginia 22101 Tysons Corner Branch - 8251 Greensboro Drive, McLean, Virginia 22102 Dumfries Branch - 18116 Triangle Shopping Plaza, Dumfries, Virginia 22026 (Acquired October 1999) Century Insurance Agency, LLC - Bank subsidiary headquartered in Dumfries Branch (Established August 1999) Reston Branch - 1498 North Point Village Center, Reston, Virginia 20194 (Acquired August 2000) Twinbrook Square Branch - 1800 Rockville Pike, Rockville, Maryland 20852 Bethesda Metro Branch - 7535 Old Georgetown Road, Bethesda, Maryland 20816 Kenwood Branch - 5272 River Road, Bethesda, Maryland 20816 Germantown Branch - 19701 Frederick Avenue, Germantown, Maryland 20876 Alexandria Branch - 301 South Washington Street, Alexandria, Virginia 22314 8 11 CENTURY BANCSHARES, INC. QUARTERLY REPORT ON FORM 10-Q ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS, CONTINUED Century's principal executive offices are located at 1275 Pennsylvania Avenue, NW, Washington, DC 20004, and the phone number at that address is (202) 496-4100. Century derives substantially all of its revenue and income from the operation of the Bank. As of June 30, 2001, Century had total assets of $415.0 million, total deposits of $322.3 million, and stockholders' equity of $25.1 million. At June 30, 2001, there were approximately 1,385 shareholders of Century's common stock, par value $1.00 per share ("Common Stock"). Items 2 and 3 of this report contain certain forward-looking statements regarding future financial condition and results of operations and the Century's business operations. The words "may," "intend," "will," "believe," "expect," "estimate," "anticipate," "predict" and similar expressions, the negatives of those words and other variations on those words or comparable terminology are intended to identify forward-looking statements. Such statements involve risks, uncertainties and assumptions and, although Century believes that such assumptions are reasonable, it can give no assurance that its expectations regarding these matters will be achieved. Our actual results may differ materially from what we expect. The important factors that could cause actual results to differ materially from the forward-looking statements include, without limitation, the factors discussed in Century's Form 10-K for the year ended December 31, 2000 under the caption "Management's Discussion and Analysis of Financial Condition and Results of Operations" as well as the following factors: integration of the operations of GrandBanc; general economic conditions in the Washington, DC metropolitan area; changes in interest rates; changes in asset quality; changes in liquidity and capital levels; the effect on Century of the extensive scheme of regulation by several federal agencies; operation and maintenance of efficient systems; the departure of certain key executives; and competition from other providers of financial services. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, such actual outcomes may vary materially from those indicated. NET INCOME For the three months ended June 30, 2001, Century's net income was $1.385 million, or $0.31 per diluted share, compared with $462 thousand for the three months ended June 30, 2000, or $0.11 per diluted share, an increase of 200%. In the second quarter of 2001, Century incurred $263,000 in after-tax merger related expense associated with the GrandBanc merger and the pending merger with United. During the same period, Century recognized $951,000 in after-tax gains from the sale of investment securities in conjunction with an investment portfolio repositioning strategy. Net income for the three months ended June 30, 2001, exclusive of these after-tax merger-related expenses and securities gains, or core earnings, was $697,000, or $0.16 per diluted common share, a 51% increase compared with the same period last year. The increase in core earnings was primarily attributable to a 61% increase in noninterest income, exclusive of the investment portfolio repositioning gains, coupled with a 1% decline in noninterest expense, exclusive of the merger-related expense. Return on average assets was 1.35% in the second quarter of 2001 compared with 0.56% for the same period in 2000. Return on average stockholders' equity was 22.34% for the three months ended June 30, 2001, compared with 8.35% for the same period in 2000. Return on average assets and return on average equity for the second quarter of 2001, exclusive of the after tax merger-related expenses and securities gains, were 0.68% and 11.24%, respectively, compared with 0.56% and 8.35%, respectively, for the same period last year. For the six months ended June 30, 2001, Century's net income was $414,000, or $0.09 per diluted share, compared with $893,000 for the six months ended June 30, 2000, or $0.20 per diluted share, a decrease of 54%. In the first six months of 2001, Century incurred $1.779 million in after-tax merger related expense associated with the GrandBanc merger and the pending merger with United. During the same period, Century recognized $951,000 in after-tax gains from the sale of investment securities in conjunction with an investment portfolio repositioning strategy. Net income for the six months ended June 30, 2001, exclusive of these after-tax merger-related expenses and securities gains, or core earnings, was $1.242 million, or $0.28 per diluted common share, a 39% increase compared with the same period last year. The increase in core earnings was primarily attributable to a 6% increase in net interest income and, a 51% increase in noninterest income, exclusive of the investment portfolio repositioning gains, which outpaced the 6% increase in noninterest expense, exclusive of merger-related expense. Return on average assets was 0.20% for the six months ended June 30, 2001 compared with 0.56% for the same period in 2000. Return on average stockholders' equity was 3.33% for the six months ended June 30, 2001, compared with 8.16% for the same period in 2000. Return on average assets and return on average equity for the six months ended June 2001, exclusive of the after tax merger-related expenses and securities gains, were 0.61% and 9.98%, respectively, compared with 0.56% and 8.16%, respectively, for the same period last year. A more comprehensive discussion of earnings performance follows. 9 12 CENTURY BANCSHARES, INC. QUARTERLY REPORT ON FORM 10-Q ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS, CONTINUED NET INTEREST INCOME For the quarter ended June 30, 2001, net interest income, on a fully taxable-equivalent basis, was $3.665 million compared with $3.534 million for the quarter ended June 30, 2000, an increase of $131,000, or 4%. Although average earning assets increased 21% between the periods, a 66 basis point decline in net interest margin to 3.88% for the first quarter of 2001 from 4.54% for the same period in 2000 acted to minimize growth in net interest income. While the yield on average earning assets declined 29 basis points reflecting the steady decline in market rates in response to the continued easing of interest rates by the Federal Open Market Committee in 2001, the average rate paid on interest-bearing liabilities increased 19 basis points. Century has been reducing the rates it pays on its various deposit products to the extent possible however, the timing and severity of the decrease generally lags the decreases on earning asset components that generally have greater elasticity. Furthermore, these reductions in deposit rates were more than offset by the effects of the Reston Branch deposit acquisition in August 2000 which had a high-cost funding base, and an increase in average securities sold under agreements to repurchase. For the six month period ended June 30, 2001, net interest income, on a fully taxable-equivalent basis, was $7.434 million compared with $6.896 million for the six month period ended June 30, 2000, an increase of $538,000, or 8%. Although average earning assets increased 27% between the periods, a 67 basis point decline in net interest margin to 3.96% for the six months ended June 2001 from 4.63% for the same period in 2000 acted to minimize growth in net interest income. While the yield on average earning assets declined only 8 basis points, the average rate paid on interest-bearing liabilities increased 47 basis points. Century has been reducing the rates it pays on its various deposit products to the extent possible in response to the continued easing of interest rates by the Federal Open Market Committee in 2001, however, the timing and severity of the decrease generally lags the decreases on earning asset components that generally have greater elasticity. Furthermore, these reductions in deposit rates were more than offset by the effects of the Reston Branch deposit acquisition in August 2000 which had a high-cost funding base, an increase in average securities sold under agreements to repurchase and the impact of the trust preferred issuance in late March 2000 (See "Preferred Securities of Subsidiary Trust"). The following tables set forth the average yields and rates for interest earned and paid for significant categories of interest earning assets and interest bearing liabilities, and their average balances, for the three and six month periods ended June 30, 2001 and 2000. 10 13 CENTURY BANCSHARES, INC. QUARTERLY REPORT ON FORM 10-Q ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS, CONTINUED NET INTEREST INCOME, CONTINUED AVERAGE BALANCES AND INTEREST YIELDS/RATES (DOLLARS IN THOUSANDS)
THREE MONTHS ENDED JUNE 30, ----------------------------------------------------------------------------- 2001 2000 ----------------------------------------------------------------------------- Interest Average Interest Average Average Income/ Yield/ Average Income/ Yield/ Balance Expense Rate Balance Expense Rate ----------------------------------------------------------------------------- INTEREST-EARNING ASSETS Loans, net (1) $287,798 $6,154 8.58% $206,118 $4,823 9.41% Investment securities (2)(3) 87,628 1,439 6.59 77,472 1,253 6.50 Federal funds sold 1,195 24 8.06 16,416 257 6.30 Interest bearing deposits with other banks 1,914 23 4.82 12,797 194 6.10 ----------------------- ------------------------ Total interest-earning assets(3) 378,536 7,640 8.10% 312,803 6,527 8.39% Cash and due from banks 11,588 10,869 Other assets 22,530 10,381 ------------ ---------- Total Assets $412,654 $334,053 ============ ========== INTEREST-BEARING LIABILITIES Interest-Bearing Deposits: NOW accounts $ 43,514 $ 127 1.17% $ 34,094 $ 102 1.20% Savings accounts 34,913 297 3.41 22,644 213 3.78 Money market accounts 41,031 361 3.53 46,727 425 3.66 Time deposits 149,506 2,322 6.23 112,868 1,487 5.30 Borrowings and notes payable 62,366 868 5.58 44,451 766 6.93 ----------------------- ------------------------ Total interest-bearing Liabilities 331,330 3,975 4.81% 260,784 2,993 4.62% Non-interest bearing deposits 51,957 48,328 Other liabilities 4,495 2,740 ----------- ---------- Total liabilities 387,782 311,852 Stockholders' equity 24,872 22,201 ----------- ---------- Total liabilities and stockholders' equity $412,654 $334,053 =========== ========== --------- --------- Net interest income and spread $3,665 3.29% $3,534 3.78% ========= ========= Net interest margin (3) 3.88% 4.54%
(1) Non-accrual loan balances are included in the calculation of Average Balances - Loans, Net. Interest income on non-accrual loan balances is included in interest income to the extent that it has been collected. (2) Average balance and average rate for investment securities are computed based on book value of securities held-to-maturity and amortized cost basis of securities available-for-sale. (3) Interest and yield on obligations of state and political subdivisions included in investment securities are computed on a taxable-equivalent basis using a federal tax rate of 34%. 11 14 CENTURY BANCSHARES, INC. QUARTERLY REPORT ON FORM 10-Q ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS, CONTINUED NET INTEREST INCOME, CONTINUED AVERAGE BALANCES AND INTEREST YIELDS/RATES (DOLLARS IN THOUSANDS)
SIX MONTHS ENDED JUNE 30, ----------------------------------------------------------------------------- 2001 2000 ----------------------------------------------------------------------------- Interest Average Interest Average Average Income/ Yield/ Average Income/ Yield/ Balance Expense Rate Balance Expense Rate ----------------------------------------------------------------------------- INTEREST-EARNING ASSETS Loans, net (1) $276,478 $12,195 8.89% $202,587 $9,419 9.35% Investment securities (2)(3) 96,712 3,181 6.63 72,889 2,299 6.34 Federal funds sold 3,874 114 5.93 13,439 406 6.08 Interest bearing deposits with other banks 1,652 38 4.64 10,305 302 5.89 ------------------------- -------------------------- Total interest-earning assets(3) 378,716 15,528 8.27% 299,220 12,426 8.35% Cash and due from banks 11,341 10,705 Other assets 20,173 10,244 ------------- ------------ Total Assets $410,230 $320,169 ============= ============ INTEREST-BEARING LIABILITIES Interest-Bearing Deposits: NOW accounts $ 42,070 $ 234 1.12% $ 33,208 $ 210 1.27% Savings accounts 34,837 649 3.76 23,662 449 3.82 Money market accounts 41,772 753 3.64 40,858 734 3.61 Time deposits 152,543 4,752 6.28 113,392 2,955 5.24 Borrowings and notes payable 57,436 1,706 5.99 36,260 1,182 6.56 ------------------------- -------------------------- Total interest-bearing Liabilities 328,657 8,094 4.97% 247,380 5,530 4.50% Non-interest bearing deposits 52,150 47,494 Other liabilities 4,339 3,277 ------------- ------------ Total liabilities 385,146 298,151 Stockholders' equity 25,084 22,018 ------------- ------------ Total liabilities and stockholders' equity $410,230 $320,169 ============= ============ ----------- ------------- Net interest income and spread $7,434 3.30% $6,896 3.86% =========== ============= Net interest margin (3) 3.96% 4.63%
(1) Non-accrual loan balances are included in the calculation of Average Balances - Loans, Net. Interest income on non-accrual loan balances is included in interest income to the extent that it has been collected. (2) Average balance and average rate for investment securities are computed based on book value of securities held-to-maturity and amortized cost basis of securities available-for-sale. (3) Interest and yield on obligations of state and political subdivisions included in investment securities are computed on a taxable-equivalent basis using a federal tax rate of 34%. 12 15 CENTURY BANCSHARES, INC. QUARTERLY REPORT ON FORM 10-Q ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS, CONTINUED NONINTEREST INCOME Noninterest income was $2.4 million in the second quarter of 2001, a $1.9 million, or 362% increase when compared with $518,000 in the same quarter of 2000 (see table below). Exclusive of $1.6 million in pre-tax gains from the sale of investment securities related to Century's execution of an investment portfolio repositioning strategy, the increase between the periods was $318,000, or 61%. Other security gains recognized from early redemptions prior to stated maturity (calls) and from sales initiated for liquidity purposes increased $184,000. Mortgage loan origination fees increased $64,000, as volume increased in the current declining market rate climate. Other income also increased $82,000, attributable to increases in net credit card and merchant fees and increases in several other miscellaneous income categories as management continues to seek other sources of noninterest income. Service charges on deposit accounts registered a small decline primarily due to fee waivers afforded GrandBank customers while they became accustomed to Century's products and fee schedules after the system conversion. NONINTEREST INCOME
Three Months Ended June 30, ---------------------------------------------------------- 2001 2000 $ Change % Change -------------- -------------- -------------- ------------- Service charges on deposit accounts $ 381,565 $392,300 $ (10,735) (2.7)% Mortgage loan origination fees 88,039 23,774 64,265 270.3 Commission and other fee income 65,802 68,189 (2,387) (3.5) Gain on sales/calls of investment securities 1,743,490 - 1,743,490 - Other income 116,560 34,068 82,492 242.1 ---------------------------------------------------------- Total noninterest income $2,395,456 $518,331 $1,877,125 362.1 % ==========================================================
Noninterest income was $3.0 million for the first six months ended June 30, 2001, a $2.0 million, or 215% increase when compared with $950,000 in the same period of 2000 (see table below). Exclusive of $1.6 million in pre-tax gains from the sale of investment securities related to Century's execution of an investment portfolio repositioning strategy, the increase between the periods was $488,000, or 51%. Other security gains recognized from early redemptions prior to stated maturity (calls) and from sales initiated for liquidity purposes increased $228,000. Mortgage loan origination fees increased $73,000, as volume increased in the current declining market rate climate. Deposit service charges increased $38,000 resulting from higher volumes, coupled with effects of service charge fee increases implemented early in the second quarter of 2000. Other income also increased $144,000, attributable to volume driven increases in net credit card and merchant fees and increases in several other miscellaneous income categories as management continues to seek other sources of noninterest income. NONINTEREST INCOME
Six Months Ended June 30, ---------------------------------------------------------- 2001 2000 $ Change % Change ---------------------------------------------------------- Service charges on deposit accounts $ 772,551 $734,870 $37,681 5.1 % Mortgage loan origination fees 106,301 33,757 72,544 214.9 Commission and other fee income 140,157 134,422 5,735 4.3 Gain on sales/calls of investment securities 1,787,141 - 1,787,141 - Other income 191,733 47,361 144,372 304.8 ---------------------------------------------------------- Total noninterest income $2,997,883 $950,410 $2,047,473 215.4 % ==========================================================
13 16 CENTURY BANCSHARES, INC. QUARTERLY REPORT ON FORM 10-Q ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS, CONTINUED NONINTEREST EXPENSE Noninterest expense was $3.3 million in the three-month period ended June 30, 2001, an increase of $250,000, or 8.1%, when compared with the same period in 2000 when total noninterest expense was $3.1 million. Exclusive of merger-related expense of $282,000 associated with the GrandBanc merger and pending merger with United, noninterest expense for the three months ended June 30, 2001 was $3.0 million, a decrease of $32,000 compared with the same period last year. Although the current period expense reflects the full impact from the acquisition of the Reston Branch, many components of noninterest expense decreased in comparison to the prior year period as Century began to realize expense savings from the GrandBanc merger. Salaries and benefits registered the steepest decrease due in large measure to a $333,000 increase in SFAS 91 salary deferrals triggered by strong loan volume. Professional fees increased $113,000 or 34% primarily due to higher legal fees associated with loan purchases and loan collection activities. Occupancy and equipment expense and amortization of intangibles increased $40,000 and $92,000, respectively, in direct correlation with the Reston Branch acquisition. The following table sets forth the various categories of, and changes in, noninterest expense for the three months ended June 30, 2001 and 2000: NONINTEREST EXPENSE
Three Months Ended June 30, --------------------------------------------------------------- 2001 2000 $ Change % Change --------------------------------------------------------------- Salaries and employee benefits $1,059,484 $1,307,171 (247,687) (18.9)% Occupancy and equipment expense 419,089 379,477 39,612 10.4 Professional fees 449,070 336,195 112,875 33.6 Data processing 236,107 254,757 (18,650) (7.3) Depreciation and amortization 177,073 181,511 (4,438) (2.4) Amortization of intangibles 190,329 97,967 92,362 94.3 Communications 176,078 157,644 18,434 11.7 Federal deposit insurance premiums 13,631 12,828 803 6.3 Other expenses 321,412 347,182 (25,770) (7.4) --------------------------------------------------------------- Total noninterest expense-exclusive of merger-related expense 3,042,273 3,074,732 (32,459) (1.1) Merger-related expense 282,361 - 282,361 - --------------------------------------------------------------- Total noninterest expense $3,324,634 $3,074,732 $249,902 8.1 % ===============================================================
Noninterest expense was $8.3 million in the six months ended June 30, 2000, an increase of $2.3 million, or 39.1%, when compared with the same period in 2000 when total noninterest expense was $5.9 million. Exclusive of merger-related expense of $2.0 million primarily associated with the GrandBanc merger, noninterest expense for the six months ended June 30, 2001 was $6.3 million, an increase of $353,000, or 5.9% compared with the same period last year. Although expense savings began to be realized from the consolidation of back office operations in May 2001, most components of noninterest expense, as detailed below, increased in the first six months of 2001 compared with the first six months of 2000 which is reflective of the increase in infrastructure coincident with the Reston Branch acquisition. Salaries and benefits decreased significantly, due in large measure to a $484,000 increase in SFAS 91 salary deferrals triggered by strong loan volume. Professional fees increased $182,000 or 33% primarily due to legal fees associated with loan purchases and loan collection activities. Occupancy and equipment expense and amortization of intangibles increased $122,000 and $184,000, respectively, in direct correlation with the Reston Branch acquisition. 14 17 CENTURY BANCSHARES, INC. QUARTERLY REPORT ON FORM 10-Q ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS, CONTINUED NONINTEREST EXPENSE-CONTINUED The following table sets forth the various categories of, and changes in, noninterest expense for the six months ended June 30, 2001 and 2000: NONINTEREST EXPENSE
Six Months Ended June 30, --------------------------------------------------------------- 2001 2000 $ Change % Change --------------------------------------------------------------- Salaries and employee benefits $2,367,799 $2,641,018 $(273,219) (10.3)% Occupancy and equipment expense 892,399 770,201 122,198 15.9 Professional fees 732,036 550,400 181,636 33.0 Data processing 517,947 503,116 14,831 2.9 Depreciation and amortization 344,637 357,806 (13,169) (3.7) Amortization of intangibles 380,317 195,935 184,382 94.1 Communications 343,777 300,733 43,044 14.3 Federal deposit insurance premiums 28,844 25,159 3,685 14.6 Other expenses 679,864 590,344 89,520 15.2 --------------------------------------------------------------- Total noninterest expense-exclusive 6,287,620 5,934,712 352,908 5.9 of merger-related expense Merger-related expense 1,965,214 - 1,965,214 - --------------------------------------------------------------- Total noninterest expense $8,252,834 $5,934,712 $2,318,122 39.1 % ===============================================================
INVESTMENTS Century's investment portfolio of $80.0 million as of June 30, 2001 consisted mostly of U.S. Government Agency obligations supplemented by municipals, mortgage-backed securities and corporate bonds. This amount represented a decrease of $32.1 million, or 29%, compared with the investment portfolio total of $112.1 million at December 31, 2000. Cash flows from repayments and redemptions prior to scheduled maturity, primarily in the U.S. Government Agency sector, accelerated during the first six months of 2001 triggered by the declining rate environment. These cash flows were primarily utilized to fund loans. During June 2001, Century repositioned the investment portfolio by selling $19.2 million in available-for-sale securities and reinvesting the proceeds into held-to-maturity securities having similar risk profiles. At June 30, 2001, full reinvestment of the proceeds had not occurred with remaining reinvestment to be completed in the third quarter of 2001. Gains from the sales provided an immediate increase to the Bank's regulatory capital and the categorization of the newly purchased securities as held-to-maturity will reduce future volatility in comprehensive income. LOANS Century presently is a middle market banking organization serving professionals and businesses with interests in and around the Washington, DC metropolitan area. Most of Century's loan portfolio is collateralized by first mortgages on commercial or residential real estate or home equity lines of credit on residential real estate. The loan portfolio at June 30, 2001 increased $33.6 million, or 13%, since December 31, 2000 and increased $79.0 million, or 37% since June 30, 2000. The increase since year-end 2000 was primarily reflected in the commercial real estate and commercial loan sectors. The growth during this period was supplemented by a portfolio purchase totaling approximately $20.5 million as Century reinvested investment portfolio runoff into higher yielding loan assets. The increase in comparison to the same period last year was primarily reflected in the home equity, construction and commercial real estate sectors as strong loan demand in the last twelve months was supplemented by selected portfolio purchases of $46.5 million, including $15.4 million in variable-rate home equity loans. Century views such loan portfolio purchases as an effective way to employ excess funds when deposit growth exceeds loan generation capacity on a short-term basis, such as existed immediately after the acquisition of the Reston Branch in August 2000. As of June 30, 2001 and 2000, approximately $223.3 million, or 76% and $147.7 million, or 69%, respectively, of Century's total loan portfolio consisted of loans secured by real estate, of which 1-to-4 family residential mortgage loans and home equity lines of credit represented $68.7 million, or 23%, and $47.4 million, or 22%, respectively. Given the localized nature of Century's lending activities, 15 18 CENTURY BANCSHARES, INC. QUARTERLY REPORT ON FORM 10-Q ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS, CONTINUED LOANS-CONTINUED the primary risk factor affecting the portfolio as a whole, is the health of the local economy and its effects on the value of local real estate. Century mitigates this risk by maintaining strong underwriting guidelines. The following table sets forth the composition of Century's loan portfolio by type of loan on the dates indicated: LOAN PORTFOLIO ANALYSIS (DOLLARS IN THOUSANDS)
JUNE 30, DECEMBER 31, ---------------------------------------------- 2001 2000 2000 ---------------------------------------------- AGGREGATE PRINCIPAL AMOUNT TYPE OF LOAN: 1-4 family residential mortgage $ 38,402 $ 33,954 $ 38,560 Home equity loans 30,257 13,436 30,959 Multifamily residential 4,179 3,099 3,588 Construction 23,484 8,310 15,507 Commercial real estate 127,033 87,883 103,365 Commercial loans 53,770 52,407 52,035 Installment and credit card loans 14,791 14,047 15,493 Other loans 1,046 831 8 ---------------------------------------------- Gross loans 292,962 213,967 259,515 Less: unearned income and deferred costs 33 84 147 ---------------------------------------------- Total loans, net of unearned $292,929 $213,883 $259,368 ============================================= PERCENTAGE OF LOAN PORTFOLIO TYPE OF LOAN: 1-4 family residential mortgage 13.1% 15.9% 14.9% Home equity loans 10.3 6.3 11.9 Multifamily residential 1.4 1.4 1.4 Construction 8.0 3.9 6.0 Commercial real estate 43.4 41.1 39.8 Commercial loans 18.4 24.4 20.1 Installment and credit card loans 5.0 6.6 5.9 Other loans 0.4 0.4 - ---------------------------------------------- Gross loans 100.0% 100.0% 100.0% ==============================================
ASSET QUALITY In originating loans, Century recognizes that credit losses will be experienced and the risk of loss will vary with, among other things, general economic conditions, the type of loan being made, the creditworthiness of the borrower over the term of the loan and, in the case of a collateralized loan, the quality of the collateral for such loan. Century maintains an allowance for credit losses based upon, among other things, such factors as historical experience, the volume and type of lending conducted by Century, the amount of nonperforming assets, regulatory policies, generally accepted accounting principles, general economic conditions, and other factors related to the collectibility of loans in Century's portfolios. In addition to unallocated allowances, specific allowances are provided for individual loans when ultimate collection is considered questionable by management after reviewing the current status of loans that are contractually past due and after considering the net realizable value of the collateral for the loan. Management actively monitors Century's asset quality in a continuing effort to charge off loans against the allowance for credit losses when appropriate and to provide specific loss allowances when necessary. Although management believes it uses the best information available to make determinations with respect to the allowance for credit losses, future adjustments may be necessary if actual economic conditions and other assumptions differ from those used in making the 16 19 CENTURY BANCSHARES, INC. QUARTERLY REPORT ON FORM 10-Q ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS, CONTINUED ASSET QUALITY-CONTINUED initial determinations. At June 30, 2001, the allowance for credit losses was $2.9 million, or 1.01% of total loans, compared with $2.4 million, or 1.13% of total loans as of June 30, 2000 and $3.0, or 1.14% of total loans at December 31, 2000. The combined effect of substantial loan growth and the utilization of specific reserves associated with nonperforming loan balances charged-off during 2001 resulted in an overall decline in the ratio of allowance for credit losses to total loans. However, management believes the allowance at June 30, 2001 is adequate to absorb estimated probable credit losses based on the evaluation factors described above. The allowance for credit losses as a percentage of nonperforming loans was 220% at June 30, 2001, compared to 148% at June 30, 2000. Provisions for credit losses are charged to income to bring the total allowance for credit losses to a level deemed appropriate by management, based on the factors identified above. The provision for credit losses during the three and six month periods ended June 30, 2001 was $330,000 and $820,000, respectively, compared with $215,000 and $440,000, respectively, for the same periods last year. The higher provisions in 2001 are reflective of the 37% growth in loans outstanding in the past twelve months, coupled with an increase in net charge-offs. Net charge-offs for the three and six month periods ended June 30, 2001 were $136,000 and $823,000, respectively, compared with $37,000 and $238,000 for the same period last year. A one-time provision of $250,000 was also recorded in 2001 to apply consistency in evaluation methodology concurrent with the centralization of credit policy when the GrandBanc merger was completed. NONPERFORMING ASSETS The following table sets forth certain information with respect to the Century's non-accrual loans, other real estate owned and accruing loans which are contractually past due 90 days or more as to principal or interest, for the periods indicated: NONPERFORMING ASSETS (DOLLARS IN THOUSANDS)
JUNE 30, DECEMBER 31, ----------------------------------------- 2001 2000 2000 ----------------------------------------- Non-accrual loans $ 409 $1,437 $633 Accruing past due 90 days or more 937 194 641 ----------------------------------------- Total nonperforming loans 1,346 1,631 1,274 Other real estate owned 240 114 - ----------------------------------------- Total nonperforming assets $1,586 $1,745 $1,274 ========================================= Nonperforming assets to total assets 0.38% 0.51% 0.31% Nonperforming assets to total loans 0.54% 0.82% 0.49%
Total nonperforming assets were $1.586 million at June 30, 2001, compared with $1.745 million at June 30, 2001 and $1.274 million at December 31, 2000. Century has accelerated collection efforts with regard to these assets and based on the current assessment of collateral values and other factors, expects to resolve these credits without incurring any material losses. Century believes the level of nonperforming loans is modest in relation to total loans. ALLOWANCE FOR CREDIT LOSSES Century maintains an allowance for credit losses based upon, among other things, such factors as historical experience, the volume and type of lending conducted by Century, the amount of nonperforming assets, regulatory policies, generally accepted accounting principles, general economic conditions, and other factors related to the collectibility of loans in Century's portfolio. Although management believes it uses the best information available to make determinations with respect to the allowance for credit losses, future adjustments may be necessary if such factors and conditions differ from the assumptions used in making the initial determinations. Based upon criteria consistently applied during the periods, Century's allowance for credit losses was $2.9 million or, 1.01% of total loans as of June 30, 2001. 17 20 CENTURY BANCSHARES, INC. QUARTERLY REPORT ON FORM 10-Q ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS, CONTINUED ALLOWANCE FOR CREDIT LOSSES, CONTINUED The following table sets forth an analysis of Century's allowance for credit losses for the periods indicated: ALLOWANCE FOR CREDIT LOSSES (DOLLARS IN THOUSANDS)
Three Months Ended June 30, Six Months Ended June 30, ----------------------------------------------------------------------------- 2001 2000 2001 2000 ----------------------------------------------------------------------------- Average net loans outstanding $287,798 $206,118 $276,478 $202,587 Loans outstanding at period-end 292,929 213,883 292,929 213,883 Total nonperforming loans 1,346 1,631 1,346 1,631 ----------------------------------------------------------------------------- Beginning balance of allowance $2,761 $2,233 $2,958 $2,209 Loans charged-off: Commercial loans 142 16 788 167 Installment and credit card loans 60 35 116 119 ----------------------------------------------------------------------------- Total loans charged off 202 51 904 286 Recoveries of previous charge-offs: 1-4 family residential mortgage 19 - 20 2 Commercial loans 38 7 46 32 Installment and credit card loans 9 7 15 14 ----------------------------------------------------------------------------- Total recoveries 66 14 81 48 ----------------------------------------------------------------------------- Net loans charged-off 136 37 823 238 Provision for credit losses 330 215 820 440 ----------------------------------------------------------------------------- Balance at end of period $2,955 $2,411 $2,955 $2,411 ============================================================================= Allowance as % of total loans 1.01% 1.13% 1.01% 1.13% Nonperforming loans as % of total loans 0.46% 0.76% 0.46% 0.76% Allowance as % of nonperforming loans 220% 148% 220% 148%
18 21 CENTURY BANCSHARES, INC. QUARTERLY REPORT ON FORM 10-Q ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS, CONTINUED DEPOSITS Century's total deposits at June 30, 2001, were $322.2 million, an increase of $55.9 million, or 21.0%, over the balance at June 30, 2000, and a decrease of $6.9 million, or 2.1% compared with 2000's year-end balance. The increase at June 30, 2001 compared with June 30, 2000 includes the effect of the Reston Branch purchase in August 2000. Total average deposits were $323.3 million for the six months ended June 30, 2001, an increase of $64.8 million, or 25%, compared with the first six months of 2000. Century views deposit growth as a significant challenge in its effort to increase its asset size as evidenced by the 2.1% decline in deposit levels since year-end 2000. Thus, Century is focusing on its branching program with increased emphasis on commercial accounts, and the offering of more competitive interest rates and products to stimulate deposit growth. This strategy has and will continue to result in a relatively higher cost of funds in addition to lower fee income as many of these commercial customers may utilize accounts with lower transaction costs and have a lower number of transactions than retail customers. The following table sets forth the average balances and weighted average rates for Century's categories of deposits for the periods indicated: AVERAGE DEPOSITS (DOLLARS IN THOUSANDS)
SIX MONTHS ENDED JUNE 30, ----------------------------------------------------------------------------- 2001 2000 ----------------------------------------------------------------------------- Weighted Weighted Average Average % of Average Average % of Balance Rate Total Balance Rate Total ----------------------------------------------------------------------------- Noninterest-Bearing Deposits $52,150 0.00% 16.1% $47,494 0.00% 18.4% Interest-Bearing Deposits: NOW accounts 42,070 1.12 13.0 33,208 1.27 12.8 Savings accounts 34,837 3.76 10.8 23,662 3.82 9.1 Money market accounts 41,772 3.64 12.9 40,858 3.61 15.8 Time deposits 152,543 6.28 47.2 113,392 5.24 43.8 ----------- ---------- ------------ ----------- Total $323,372 100.0% $258,614 100.0% =========== ========== ============ =========== Weighted Average Rate 3.98% 3.38% ========= ========
PREFERRED SECURITIES OF SUBSIDIARY TRUST TRANSACTION STRUCTURE During the first quarter of 2000, Century formed a new, wholly owned statutory business trust, Century Capital Trust I (the "Trust"), which issued $8.8 million of capital securities (the "Capital Securities") to a third party. The Trust invested the proceeds in an equivalent amount of junior subordinated debt securities of Century bearing an interest rate equal to the rate on the Capital Securities. These debt securities, which are the only assets of the Trust, are subordinate and junior in right of payment to all present and future senior indebtedness (as defined in the indenture) and certain other financial obligations of Century. Century has fully and unconditionally guaranteed the Trust's obligations under the Capital Securities. For financial reporting purposes, the Trust is treated as a subsidiary of Century and consolidated in the corporate financial statements. The Capital Securities are presented as a separate category of long-term debt on the Condensed Consolidated Statement of Financial Condition entitled " Preferred Securities of Subsidiary Trust." The Capital Securities are not included as a component of stockholders' equity in the Condensed Consolidated Statement of Financial Condition. For regulatory purposes, however, the Federal Reserve Board treats the Capital Securities as Tier I or Tier 2 capital. 19 22 CENTURY BANCSHARES, INC. QUARTERLY REPORT ON FORM 10-Q ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS, CONTINUED PREFERRED SECURITIES OF SUBSIDIARY TRUST, CONTINUED The Capital Securities pay cash distributions semiannually at an annual rate of 10.875% of the liquidation preference. Distributions to the holders of the Capital Securities are included in interest expense, within the category entitled "Interest on borrowings." Under the provisions of the subordinated debt, Century has the right to defer payment of interest on the subordinated debt at any time, or from time to time, for periods not exceeding five years. If interest payments on the subordinated debt are deferred, the distributions on the Capital Securities are also deferred. Interest on the subordinated debt is cumulative. Subject to the prior approval of the Federal Reserve Board, the Capital Securities, the assets of the Trust, and the common securities issued by the Trust are redeemable at the option of Century in whole or in part on or after March 8, 2010, or at any time, in whole but not in part, from the date of issuance, upon the occurrence of certain events. IMPACT ON FINANCIAL CONDITION AND RESULTS OF OPERATIONS The treatment of the Capital Securities as Tier I or Tier 2 capital, in addition to the ability to deduct the expense of the junior subordinated debt securities for federal income tax purposes, provided Century with a cost-effective method of raising capital. Taking the underwriting discount into account, the Capital Securities have an effective interest cost to Century of 11.1% per annum. To mitigate the negative impact of this interest cost on Century's consolidated net income, the Bank invested $8.465 million of its liquid assets in a diversified portfolio of investment-grade corporate and municipal obligations with a weighted-average taxable-equivalent yield of 9.11%. Additionally, the Bank entered into two wholesale leveraging transactions in which it borrowed a total of $10 million at a weighted-average cost of 6.44% and invested the proceeds in federal agency and municipal obligations with a weighted-average taxable-equivalent yield of 7.99%. CAPITAL RESOURCES Total stockholders' equity at June 30, 2001, was $25.1 million, an increase of $897,000 compared with total stockholders' equity of $24.2 million at December 31, 2000. Stockholders' equity was increased during the first six months of 2001 by net income of $414,000; $60,000 received from the exercise of stock options; and $424,000 in unrealized gains on investment securities available for sale, net of the tax effect. The Office of the Comptroller of the Currency has established certain minimum risk-based capital standards that apply to national banks, and Century is subject to certain capital requirements imposed on bank holding companies by the Federal Reserve Board. At June 30, 2001, the Bank was "adequately capitalized" within the applicable regulatory capital framework and Century satisfied all applicable regulatory requirements imposed on it by the Federal Reserve Board. At June 30, 2001, Century's risk based capital ratios for Tier I Capital to risk weighted assets, Total Capital to risk weighted assets, and Tier 1 Capital to average assets were 8.47%, 9.52% and 6.81%, respectively. LIQUIDITY Century's Asset/Liability Management Policy is intended to maintain adequate liquidity for Century and thereby enhance its ability to raise funds to support asset growth, meet deposit withdrawals and lending needs, maintain reserve requirements and otherwise sustain operations. Century accomplishes this primarily through management of the maturities of its interest-earning assets and interest-bearing liabilities. Century believes that its present liquidity position is adequate to meet its current and future needs. 20 23 CENTURY BANCSHARES, INC. QUARTERLY REPORT ON FORM 10-Q ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS, CONTINUED LIQUIDITY, CONTINUED Asset liquidity is provided by cash and assets which are readily marketable, or which can be pledged, or which will mature in the near future. The asset liquidity of the Bank is maintained in the form of vault cash, demand deposits with commercial banks, federal funds sold, interest-bearing deposits with other financial institutions, short-term investment securities, other investment securities available-for-sale, and short-term loans. Century has defined "cash and cash equivalents" as those amounts included in cash and due from banks and federal funds sold. At June 30, 2001, Century had cash and cash equivalents of $15.7 million, a $4.5 million increase when compared with the $20.2 million at December 31, 2000. Interest-bearing deposits in banks, which primarily represent overnight investments, increased to $8.0 million at June 30, 2001. Liability liquidity is provided by access to core funding sources, principally customers' deposit accounts in Century's market area. As a member of the Federal Home Loan Bank of Atlanta ("FHLBA"), Century is able to borrow up to 30% of its assets, on a short-term or long-term basis, secured by a blanket pledge of its 1-to-4-family residential mortgage loans, investment securities, and other assets. Century also has lines of credit from larger correspondent banks to borrow excess reserves on an overnight basis (known as "federal funds purchased") in the amount of $5.7 million, and to borrow on a secured basis ("repurchase agreements") in the amount of $5.0 million. At June 30, 2001, Century had no outstanding federal funds purchased, and $28.5 million in customer repurchase agreements. Also at June 30, 2001, Century was utilizing $19.9 million of available FHLBA credit in the form of fixed-rate ($13.9 million) and variable-rate ($6.0 million) advances with an average cost of 5.89%. Century utilizes fixed rate term credit advances from the FHLBA to fund fixed-rate real estate loans and investments of comparable terms and maturities. Century had cash on hand of $798,000 at the holding company level at June 30, 2001. Century anticipates using these funds as working capital available to support the future growth of the franchise as well as to pay normal operating expenses and dividends on the Capital Securities (see "Preferred Securities of Subsidiary Trust"). Working capital is further augmented by dividends available from the Bank, subject to certain regulatory restrictions generally applicable to national banks. ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK Century's principal market risk exposure is to interest rates. Market risk is the risk of loss from adverse changes in market prices and rates, arising primarily from interest rate risk in Century's portfolios, which can significantly impact Century's profitability. Net interest income, which constitutes the principal source of income for Century, represents the difference between interest income on interest-earning assets and interest expense on interest-bearing liabilities. The difference between the Century's interest-rate sensitive assets and interest-rate sensitive liabilities for a specified time frame is referred to as an interest sensitive "gap." Interest rate sensitivity reflects the potential effect on net interest income of a movement in interest rates. A financial institution is considered to be asset sensitive, or having a positive gap, when the amount of its interest-earning assets maturing or repricing exceeds the amount of its interest-bearing liabilities also maturing or repricing within that time period. Conversely, a financial institution is considered to be liability sensitive, or having a negative gap, when the amount of its interest-bearing liabilities maturing or repricing exceeds the amount of its interest-earning assets within the same time period. During a period of rising (falling) interest rates, a positive gap would tend to increase (decrease) net interest income, while a negative gap would tend to decrease (increase) net interest income. Management seeks to maintain a balanced interest rate risk position to protect its net interest margin from market fluctuations. Toward this end, Century has a Finance Committee which reviews, on a regular basis, the maturity and repricing of the assets and liabilities of Century. The Finance Committee has adopted the objective of achieving and maintaining a one-year cumulative GAP, as a percent of total assets, of between plus 10% and minus 10%. In addition, potential changes in net interest income under various interest rate scenarios are monitored. On a consolidated basis, the Century's one-year cumulative gap was a negative 2.7% of total assets at June 30, 2001. 21 24 CENTURY BANCSHARES, INC. QUARTERLY REPORT ON FORM 10-Q ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK, CONTINUED In addition, potential changes in net interest income under various interest rate scenarios are monitored. The Finance Committee has adopted the objective that an immediate increase or decrease of 200 basis points in market interest rates should not result in a change of more than 10% (plus or minus) in Century's projected net interest income over the next twelve months, and not more than 20% (plus or minus) in projected net income over such period. At June 30, 2001, the forecasted impact of an immediate increase (or decrease) of 200 basis points would have resulted in an increase (or decrease) in net interest income over a twelve month period of 3.37% and (3.90%), respectively, and an increase (or decrease) in net income over a twelve month period of 12.47% and (14.41%), respectively. Some shift in the magnitude of forecasted net interest income in the down 200 basis points scenario has been noted in comparison to the forecasted results as of March 31, 2001; however, all forecasted simulations are well within policy guidelines. Since there are limitations inherent in any methodology used to estimate the exposure to changes in market interest rates, the analysis included herein is not intended to be a forecast of the actual effect of a change in market interest rates on Century. The analysis is based on Century's assets and liabilities as of June 30, 2001 and does not contemplate any actions Century might undertake in response to changes in market interest rates, which could change the anticipated results. 22 25 CENTURY BANCSHARES, INC. QUARTERLY REPORT ON FORM 10-Q PART II - OTHER INFORMATION ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS (a) On May 31, 2001 Century held its annual meeting of stockholders to elect a Board of 10 directors to serve until the 2002 annual meeting of stockholders and to transact such other business as may properly come before the meeting. (b),(c) With respect to the election of directors, the voting was as follows: Nominee For Against -------------------------------------------------------------- Joseph S. Bracewell 2,735,739 212,513 Abbey J. Butler 2,573,505 374,747 George Contis 2,734,543 213,709 John R. Cope 2,735,739 212,513 Bernard J. Cravath 2,734,543 213,709 Melvyn J. Estrin 2,573,620 374,632 Marvin Fabrikant 2,735,739 212,513 Neal R. Gross 2,735,739 212,513 William S. McKee 2,735,739 212,513 William C. Oldaker 2,735,739 212,513 There were no abstentions. d) Not applicable ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits. The following exhibits are filed with this report: Exhibit 2.1 Agreement and Plan of Reorganization by and between United Bankshares, Inc. and Century Bancshares, Inc. dated as of June 14, 2001. Exhibit 11 Computation of Earnings Per Share for the three- and nine-month periods ended June 30, 2001. (b) Reports on Form 8-K. A current report was filed on May 17, 2001, to publish 30 days of post merger financial results. A current report was filed on June 14, 2001 to announce that Century had agreed to be acquired by United Bankshares, Inc. 23 26 CENTURY BANCSHARES, INC. QUARTERLY REPORT ON FORM 10-Q FOR QUARTER ENDED JUNE 30, 2001 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. CENTURY BANCSHARES, INC. Date: August 13, 2001 By: /s/ JOSEPH S. BRACEWELL ---------------------------------- Joseph S. Bracewell Chairman of the Board, President and Chief Executive Officer Date: August 13, 2001 By: /s/ DALE G. PHELPS ---------------------------------- Dale G. Phelps Senior Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) 24 27 CENTURY BANCSHARES, INC. EXHIBIT INDEX JUNE 30, 2001 The following exhibits are filed within this report. Exhibit Number Description - ------ ----------- 2.1 Agreement and Plan of Reorganization by and between United Bankshares, Inc. and Century Bancshares, Inc. dated as of June 14, 2001. 11 Computation of Earnings Per Share for the three- and six-month periods ended June 30, 2001. 25 EX-2.1 3 h89914ex2-1.txt AGREEMENT & PLAN OF REORGANIZATION 1 EXHIBIT 2.1 AGREEMENT AND PLAN OF REORGANIZATION dated as of June 14, 2001 by and between UNITED BANKSHARES, INC. and CENTURY BANCSHARES, INC. 2 TABLE OF CONTENTS
PAGE ---- RECITALS:................................................................................... 1 ARTICLE I................................................................................... 1 Certain Definitions 1.01 Certain Definitions....................................................... 1 ARTICLE II.................................................................................. 6 The Merger 2.01 The Merger................................................................ 6 2.02 Effective Date and Effective Time......................................... 6 ARTICLE III................................................................................. 7 The Bank Merger 3.01 The Bank Merger........................................................... 7 3.02 Effective Date and Effective Time......................................... 7 ARTICLE IV.................................................................................. 7 Consideration; Exchange Procedures 4.01 Merger Consideration...................................................... 7 4.02 Rights as Stockholders; Stock Transfers................................... 8 4.03 Fractional Shares......................................................... 8 4.04 Exchange Procedures....................................................... 8 4.05 Anti-Dilution Provisions.................................................. 9 4.06 Options................................................................... 9 ARTICLE V................................................................................... 10 Actions Pending the Effective Time 5.01 Forebearances of Century.................................................. 10 5.02 Forebearances of United................................................... 12 ARTICLE VI.................................................................................. 13 Representations and Warranties 6.01 Disclosure Schedules...................................................... 13 6.02 Standard.................................................................. 13 6.03 Representations and Warranties of Century................................. 13 6.04 Representations and Warranties of United.................................. 20
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PAGE ---- ARTICLE VII................................................................................. 27 Covenants 7.01 Reasonable Best Efforts................................................... 27 7.02 Stockholder Approvals..................................................... 28 7.03 Registration Statement.................................................... 28 7.04 Press Releases............................................................ 29 7.05 Access; Information....................................................... 29 7.06 Acquisition Proposals..................................................... 29 7.07 Affiliate Agreements...................................................... 30 7.08 Takeover Laws............................................................. 30 7.09 Certain Policies.......................................................... 30 7.10 Regulatory Applications................................................... 30 7.11 Indemnification........................................................... 31 7.12 Benefit Plans............................................................. 32 7.13 Notification of Certain Matters........................................... 32 7.14 Directors and Officers.................................................... 32 7.15 Current Public Information................................................ 32 ARTICLE VIII................................................................................ 33 Conditions to Consummation of the Merger 8.01 Conditions to Each Party's Obligation to Effect the Merger................ 33 8.02 Conditions to Obligation of Century....................................... 33 8.03 Conditions to Obligation of United........................................ 34 ARTICLE IX.................................................................................. 34 Termination 9.01 Termination............................................................... 34 9.02 Effect of Termination and Abandonment..................................... 36 ARTICLE X................................................................................... 36 Miscellaneous 10.01 Survival.................................................................. 36 10.02 Waiver; Amendment......................................................... 36 10.03 Counterparts.............................................................. 36 10.04 Governing Law............................................................. 36 10.05 Expenses.................................................................. 36 10.06 Notices................................................................... 36 10.07 Entire Understanding; No Third Party Beneficiaries........................ 37 10.08 Interpretation; Effect.................................................... 37
EXHIBIT A Form of Stock Option Agreement EXHIBIT B Form of Century Affiliate Agreement ANNEX A Form of Supplement for Merger Sub Accession to Acquisition Agreement ii 4 AGREEMENT AND PLAN OF REORGANIZATION, dated as of June 14, 2001 (this "Agreement"), by and between CENTURY BANCSHARES, INC. ("Century") and UNITED BANKSHARES, INC. ("United"). RECITALS A. Century. Century is a Delaware corporation, having its principal place of business in Washington, DC. B. United. United is a West Virginia corporation, having its principal place of business in Charleston, West Virginia. C. Stock Option Agreement. As an inducement to the willingness of United to continue to pursue the transactions contemplated by this Agreement , Century will grant to United an option to purchase 14.9% of the shares of the common stock of Century pursuant to a Stock Option Agreement, in substantially the form of Exhibit A to be executed simultaneously with this Agreement. D. Intentions of the Parties. It is the intention of the parties to this Agreement that the business combination contemplated hereby be treated as a "reorganization" under Section 368 of the Internal Revenue Code of 1986 (the "Code"). E. Board Action. The respective Boards of Directors of each of United and Century have determined that it is in the best interests of their respective companies and their stockholders to consummate the strategic business combination transaction provided for herein. NOW, THEREFORE, in consideration of the premises and of the mutual covenants, representations, warranties and agreements contained herein the parties agree as follows: ARTICLE I CERTAIN DEFINITIONS 1.01 CERTAIN DEFINITIONS. The following terms are used in this Agreement with the meanings set forth below: "Acquisition Proposal" means any tender or exchange offer, proposal for a merger, consolidation or other business combination involving Century or any of its Subsidiaries or any proposal or offer to acquire in any manner a substantial equity interest in, or a substantial portion of the assets or deposits of, Century or any of its Subsidiaries, other than the transactions contemplated by this Agreement. "Agreement" means this Agreement, as amended or modified from time to time in accordance with Section 10.02. "Average Closing Price" has the meaning set forth in Section 9.02(g). "Bank Merger" has the meaning set forth in Section 3.01. 5 "Bank Merger Effective Date" has the meaning set forth in Section 3.02. "CNB" has the meaning set forth in Section 3.01. "Century" has the meaning set forth in the preamble to this Agreement. "Century Affiliate" has the meaning set forth in Section 7.07(a). "Century Board" means the Board of Directors of Century. "Century By-Laws" means the By-laws of Century. "Century Certificate" means the Amended Certificate of Incorporation of Century. "Century Common Stock" means the common stock, par value $1.00 per share, of Century. "Century Meeting" has the meaning set forth in Section 7.02. "Century Stock" means, collectively, Century Common Stock. "Century Stock Options" has the meaning set forth in Section 4.06. "Century Trust Preferred Stock" means preferred shares of stock issued by Century Capital Trust I, a second tier business trust subsidiary of Century. "Code" means the Internal Revenue Code of 1986, as amended. "Compensation and Benefit Plans" has the meaning set forth in Section 6.03(m). "Corporation Commission" means the Virginia State Corporation Commission. "Costs" has the meaning set forth in Section 7.11(a). "DGCL" means the Delaware General Corporation Law. "DOL" has the meaning set forth in Section 6.03(m)(iii). "Determination Date" has the meaning set forth in Section 9.02(g). "Disclosure Schedule" has the meaning set forth in Section 6.01. "Effective Date" has the meaning set forth in Section 2.02(a). "Effective Time" means the effective time of the Merger, as provided for in Section 2.02. "Environmental Laws" means all applicable local, state and federal environmental, health and safety laws and regulations, including, without limitation, the Resource Conservation and Recovery Act, the Comprehensive Environmental Response, Compensation, and Liability Act, the Clean Water Act, the Federal Clean Air Act, and the Occupational Safety and Health Act, each as amended, regulations promulgated thereunder, and state counterparts. 2 6 "ERISA" means the Employee Retirement Income Security Act of 1974, as amended. "ERISA Affiliate" has the meaning set forth in Section 6.03(m)(iii). "ERISA Affiliate Plan" has the meaning set forth in Section 6.03(m)(iii). "Exchange Act" means the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder. "Exchange Agent" has the meaning set forth in Section 4.04(a). "Exchange Ratio" has the meaning set forth in Section 4.01(a). "Governmental Authority" means any court, administrative agency or commission or other federal, state or local governmental authority or instrumentality. "IRS" has the meaning set forth in Section 6.03(m)(ii). "Indemnified Party" has the meaning set forth in Section 7.11(a). "Insurance Amount" has the meaning set forth in Section 7.11(b). "Insurance Policy" has the meaning set forth in Section 7.11(b). "Lien" means any charge, mortgage, pledge, security interest, restriction, claim, lien, or encumbrance. "Material Adverse Effect" means, with respect to United or Century, any effect that (i) is material and adverse to the financial position, results of operations or business of United and its Subsidiaries taken as a whole or Century and its Subsidiaries taken as a whole, respectively, or (ii) would materially impair the ability of either United or Century to perform its obligations under this Agreement or otherwise materially threaten or materially impede the consummation of the Merger and the other transactions contemplated by this Agreement; provided, however, that Material Adverse Effect shall not be deemed to include the impact of (a) changes in tax, banking and similar laws of general applicability or interpretations thereof by courts or governmental authorities, (b) changes in generally accepted accounting principles or regulatory accounting requirements applicable to banks and their holding companies generally, or (c) changes in market interest rates or the projected future interest rate environment, or (d) any modifications or changes to valuation policies and practices in connection with the Merger or restructuring charges taken in connection with the Merger, in each case in accordance with generally accepted accounting principles. "Merger" has the meaning set forth in Section 2.01(b). "Merger Consideration" has the meaning set forth in Section 4.01(a). 3 7 "Merger Sub" means a Delaware corporation, and/or one or more other corporations or limited liability companies to be organized under the corporate laws of the State of Delaware by United prior to the Effective Time. "Multiemployer Plan" has the meaning set forth in Section 6.03(m). "NASDAQ" means The NASDAQ Stock Market, Inc.'s National Market System. "New Certificate" has the meaning set forth in Section 4.04(a). "Old Certificate" has the meaning set forth in Section 4.04(a). "Option Exchange Ratio" has the meaning set forth in Section 4.06(a). "PBGC" means the Pension Benefit Guaranty Corporation. "Pension Plan" has the meaning set forth in Section 6.03(m). "Person" means any individual, bank, corporation, limited liability company, partnership, association, joint-stock company, business trust or unincorporated organization. "Previously Disclosed" by a party shall mean information set forth in its Disclosure Schedule or in United or Century's SEC Documents.. "Proxy Statement" has the meaning set forth in Section 7.03. "Registration Statement" has the meaning set forth in Section 7.03. "Regulatory Authorities" has the meaning set forth in Section 6.03(i). "Replacement Option" has the meaning set forth in Section 4.06(a). "Representatives" means, with respect to any Person, such Person's directors, officers, employees, legal or financial advisors or any representatives of such legal or financial advisors. "Rights" means, with respect to any Person, securities or obligations convertible into or exercisable or exchangeable for, or giving any person any right to subscribe for or acquire, or any options, calls or commitments relating to, or any stock appreciation right or other instrument the value of which is determined in whole or in part by reference to the market price or value of, shares of capital stock of such person. "SEC" means the Securities and Exchange Commission. "SEC Documents" has the meaning set forth in Section 6.03(g). "Secretary of State" means the Secretary of State of the State of Delaware. 4 8 "Securities Act" means the Securities Act of 1933, as amended, and the rules and regulations thereunder. "Stock Option Agreement" has the meaning set forth in Recital C. "Subsidiary" and "Significant Subsidiary" have the meanings ascribed to them in Rule 1-02 Section 210.1-(2)(w) of Regulation S-X of the SEC. "Surviving Corporation" has the meaning set forth in Section 2.01(b). "Takeover Laws" has the meaning set forth in Section 6.03 (o). "Tax" and "Taxes" means all federal, state, local or foreign taxes, charges, fees, levies or other assessments, however denominated, including, without limitation, all net income, gross income, gains, gross receipts, sales, use, ad valorem, goods and services, capital, production, transfer, franchise, windfall profits, license, withholding, payroll, employment, disability, employer health, excise, estimated, severance, stamp, occupation, property, environmental, unemployment or other taxes, custom duties, fees, assessments or charges of any kind whatsoever, together with any interest and any penalties, additions to tax or additional amounts imposed by any taxing authority whether arising before, on or after the Effective Date. "Tax Returns" means any return, amended return or other report (including elections, declarations, disclosures, schedules, estimates and information returns) required to be filed with respect to any Tax. "Treasury Stock" shall mean shares of Century Stock held by Century or any of its Subsidiaries in each case other than in a fiduciary capacity or as a result of debts previously contracted in good faith. "United" has the meaning set forth in the preamble to this Agreement. "United Board" means the Board of Directors of United. "United Common Stock" means the common stock, par value $2.50 per share, of United. "United Compensation and Benefit Plans" has the meaning set forth in Section 6.04(k). "United Consultants" has the meaning set forth in Section 6.04(k). "United Directors" has the meaning set forth in Section 6.04(k). "United Employees" has the meaning set forth in Section 6.04(k). "VSCA" means the Virginia Stock Corporation Act. 5 9 ARTICLE II THE MERGER 2.01 THE MERGER. (a) Prior to the Effective Time, United shall take any and all action necessary (i) duly to organize the Merger Sub for the purpose of consummating the Merger, (ii) to cause Merger Sub to become a party to this Agreement, to be evidenced by the execution by the Merger Sub of a supplement to this Agreement in substantially the form of Annex A , and delivery thereof to Century; and (iii) to cause Merger Sub to take all actions necessary or proper to comply with the obligations of United and such Merger Sub to consummate the transactions contemplated hereby. (b) At the Effective Time, Century shall merge with and into Merger Sub (the "Merger"), the separate corporate existence of Century shall cease and Merger Sub shall survive and continue to exist as a Virginia corporation (Merger Sub, as the surviving corporation in the Merger, sometimes being referred to herein as the "Surviving Corporation"). United may at any time prior to the Effective Time change the method of effecting the combination with Century (including, without limitation, the provisions of this Article II) if and to the extent it deems such change to be necessary, appropriate or desirable; provided, however, that no such change shall (i) cause the approval of the stockholders of United to be required as a condition to the Merger, (ii) alter or change the amount or kind of Merger Consideration (as hereinafter defined), or the relative proportions of cash and United Common Stock included therein, (iii) adversely affect the tax treatment of Century's stockholders as a result of receiving the Merger Consideration or (iv) materially impede or delay consummation of the transactions contemplated by this Agreement; and provided further, that United shall provide Century prior written notice of such change and the reasons therefor. (c) Subject to the satisfaction or waiver of the conditions set forth in Article VIII, the Merger shall become effective upon the occurrence of the filing in the office of the Secretary of State of a certificate of merger in accordance with Section 251 of the DGCL or such later date and time as may be set forth in such articles and the issuance of a certificate of merger by the Secretary of State under the DGCL. The Merger shall have the effects prescribed in the DGCL. (d) At the Effective Time, the Certificate of Incorporation of Merger Sub shall be the Certificate of Incorporation of the Surviving Corporation until thereafter amended in accordance with applicable law. 2.02 EFFECTIVE DATE AND EFFECTIVE TIME. (a) Subject to the satisfaction or waiver of the conditions set forth in Article VIII, the parties shall cause the effective date of the Merger (the "Effective Date") to occur on (i) the fifth business day to occur after the last of the conditions set forth in Article VII shall have been satisfied or waived in accordance with the terms of this Agreement (or, at the election of United, on the last business day of the month in which such fifth business day occurs or, if such fifth business day occurs within the last five business days of such month, on the last business day of the succeeding month) or (ii) such other date to which the parties may agree in writing. The time on the Effective Date when the Merger shall become effective is referred to as the "Effective Time." (b) Notwithstanding any other provision in this Agreement to the contrary, if United shall exercise its right to delay the Effective Date pursuant to this Section, and a record date for any dividend or other distribution in respect of the United Common Stock is taken during the period of such delay such that the Century Stockholders will not be entitled to participate in such dividend, each stockholder of Century shall be entitled to receive, upon surrender of the Old Certificates and compliance with the other 6 10 provisions of Article IV, a payment equal to the amount and kind of dividend or other distribution that such holder would have received had such holder been a holder of record of the shares of United Common Stock issuable to such holder in the Merger on the record date for such dividend or other distribution. ARTICLE III THE BANK MERGER 3.01 THE BANK MERGER. (a) At the Effective Time, Century National Bank ("CNB"), a wholly-owned subsidiary of Century, shall merge with and into United Bank, a wholly-owned subsidiary of United (the "Bank Merger"), the separate existence of CNB shall cease and United Bank shall survive and continue to exist as a Virginia Banking Corporation. United may at any time prior to the Effective Time, change the method of effecting the combination with CNB (including without limitation the provisions of this Article III) if and to the extent it deems such changes necessary, appropriate or desirable; provided, however that no such change shall (i) alter or change the amount or kind of Merger Consideration, or the relative proportions of cash and United Common Stock included therein, (ii) adversely affect the tax treatment of Century's stockholders as a result of receiving the Merger Consideration or (iii) materially impede or delay consummation of the transactions contemplated by this Agreement, and provided further, that United shall provide Century with prior written notice of such change and the reasons therefor. (b) Subject to the satisfaction or waiver of the conditions set forth in Article VIII, the Bank Merger shall become effective upon the occurrence of the filing in the office in the Corporation Commission of articles of merger in accordance with the VSCA or such later date and time as may be set forth in such articles and the issuance of a certificate of merger by the Corporation Commission under the VSCA. The Bank Merger shall have the effects prescribed in the VSCA. 3.02 EFFECTIVE DATE AND EFFECTIVE TIME. Subject to the satisfaction or waiver of the conditions set forth in Article VIII, the parties shall cause the effective date of the Bank Merger (the "Bank Merger Effective Date") to occur on (i) the fifth business day to occur after the last of the conditions set forth in Article VIII shall have been satisfied or waived in accordance with the terms of this Agreement (or, at the election of United, on the last business day of the month in which such fifth business day occurs or, if such fifth business day occurs within the last five business days of such month, on the last business day of the succeeding month) or (ii) such other date to which the parties may agree in writing. The time on the Bank Merger Effective Date when the Merger shall become effective is referred to as the "Bank Merger Effective Time." ARTICLE IV CONSIDERATION; EXCHANGE PROCEDURES 4.01 MERGER CONSIDERATION. Subject to the provisions of this Agreement, at the Effective Time, automatically by virtue of the Merger and without any action on the part of any Person: (a) Each holder of a share of Century Stock (other than Century or its subsidiaries or United and its subsidiaries, except for shares held by them in a fiduciary capacity) shall receive in respect thereof 7 11 consideration consisting of a combination of (i) 0.4500 share of United Stock (the "Exchange Ratio") and (ii) an amount of cash equal to $3.43 (collectively, the "Merger Consideration"). (b) Outstanding United Stock. Each share of United Common Stock issued and outstanding immediately prior to the Effective Time shall remain issued and outstanding and unaffected by the Merger. (c) Treasury Shares. Each share of Century Common Stock held as Treasury Stock immediately prior to the Effective Time shall be canceled and retired at the Effective Time and no consideration shall be issued in exchange therefor. (d) Merger Sub. Each share of capital stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall remain outstanding and unaffected by the merger, and no consideration shall be issued in exchange therefor. 4.02 RIGHTS AS STOCKHOLDERS; STOCK TRANSFERS. At the Effective Time, holders of Century Stock shall cease to be, and shall have no rights as, stockholders of Century, other than to receive the Merger Consideration and any dividend or other distribution with respect to such Century Stock with a record date occurring prior to the Effective Time, the payment, if any, in lieu of certain dividends on United Common Stock provided for in Section 2.02(b), and the consideration provided under this Article IV. After the Effective Time, there shall be no transfers on the stock transfer books of Century or the Surviving Corporation of shares of Century Stock. 4.03 FRACTIONAL SHARES. Notwithstanding any other provision hereof, no fractional shares of United Common Stock and no certificates or scrip therefor, or other evidence of ownership thereof, will be issued in the Merger; instead, United shall pay to each holder of Century Common Stock who would otherwise be entitled to a fractional share of United Common Stock (after taking into account all Old Certificates registered in the name of such holder) an amount in cash (without interest) determined by multiplying such fraction by the closing price of United Common Stock as reported by NASDAQ reporting system (as reported in the Wall Street Journal) on the Effective Date. 4.04 EXCHANGE PROCEDURES. (a) At or prior to the Effective Time, United shall deposit, or shall cause to be deposited, with Mellon Investor Services, LLC (in such capacity, the "Exchange Agent"), for the benefit of the holders of certificates formerly representing shares of Century Common Stock ("Old Certificates"), for exchange in accordance with this Article IV, (i) certificates representing the shares of United Common Stock ("New Certificates") and (ii) an amount of cash necessary to pay the cash portion of the Merger Consideration and any payments required by Section 2.02(b) (the "Exchange Fund"). The Exchange Fund will be distributed in accordance with the Exchange Agent's normal and customary procedures established in connection with merger transactions. (b) As soon as practicable after the Effective Time, and in no event later than five business days thereafter, the Exchange Agent shall mail to each holder of record of one or more Old Certificates a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Old Certificates shall pass, only upon delivery of the Old Certificates to the Exchange Agent) and instructions for use in effecting the surrender of the Old Certificates in exchange for New Certificates, the cash portion of the Merger Consideration, any cash in lieu of fractional shares into which the shares of Century Common Stock represented by the Old Certificates shall have been converted pursuant to this Agreement and any payment required pursuant to Section 2.02(b) of this Agreement. Upon proper surrender of an Old Certificate 8 12 for exchange and cancellation to the Exchange Agent, together with such properly completed letter of transmittal, duly executed, the holder of such Old Certificates shall be entitled to receive in exchange therefor (i) a New Certificate, a (ii) a check representing the amount of the cash portion of the Merger Consideration, (iii) a check representing the amount of any cash in lieu of fractional shares which such holder has the right to receive in respect of the Old Certificates surrendered pursuant to the provisions of this Article IV, and (iv) any payment required by Section 2.02(b), and the Old Certificates so surrendered shall forthwith be cancelled. (c) Neither the Exchange Agent, if any, nor any party hereto shall be liable to any former holder of Century Stock for any amount properly delivered to a public official pursuant to applicable abandoned property, escheat or similar laws. (d) No dividends or other distributions with respect to United Common Stock with a record date occurring after the Effective Time shall be paid to the holder of any unsurrendered Old Certificate representing shares of Century Common Stock converted in the Merger into the right to receive shares of such United Common Stock until the holder thereof shall be entitled to receive New Certificates in exchange therefor in accordance with the procedures set forth in this Section 4.04. After becoming so entitled in accordance with this Section 4.04, the record holder thereof also shall be entitled to receive any such dividends or other distributions by the Exchange Agent , without any interest thereon, which theretofore had become payable with respect to shares of United Common Stock such holder had the right to receive upon surrender of the Old Certificates. (e) Any portion of the Exchange Fund that remains unclaimed by the stockholders of Century for six months after the Effective Time shall be paid to United. Any stockholders of Century who have not theretofore complied with this Article III shall thereafter look only to United for payment of the Merger Consideration , cash in lieu of any fractional shares and unpaid dividends and distributions on United Common Stock deliverable in respect of each share of Century Common Stock such stockholder holds as determined pursuant to this Agreement, in each case, without any interest thereon. 4.05 ANTI-DILUTION PROVISIONS. In the event United changes (or establishes a record date for changing) the number of shares of United Common Stock issued and outstanding prior to the Effective Date as a result of a stock split, reverse stock split, stock dividend, reorganization, recapitalization or similar transaction with respect to the outstanding United Common Stock and the record date therefor shall be prior to the Effective Date, or shall establish a record date prior to the Effective Date with respect to any dividend or other distribution in respect of the United Common Stock other than a cash dividend consistent with past practice, the stock portion of the Merger Consideration shall be proportionately adjusted. 4.06 OPTIONS. (a) At the Effective Time, each outstanding option (each, a "Century Option") to purchase shares of Century Common Stock under any and all plans of Century under which stock options have been granted and are outstanding (collectively, the "Century Stock Plans") shall vest pursuant to the terms thereof and shall be converted into an option (each, a "Replacement Option") to acquire, on the same terms and conditions as were applicable under such Century Stock Option (other than any requirement that an option be exercised within a specific time period after termination of employment or cessation of service as a non-employee director, which requirement shall be waived or deleted from each option by amendment thereto), the number of shares of United Common Stock equal to (a) the number of shares of Century Common Stock subject to the Century Stock Option, multiplied by (b) 0.5894 (the "Option Exchange Ratio"). Such product shall be rounded to the nearest whole number. The exercise price per share 9 13 (rounded to the nearest whole cent) of each Replacement Option shall equal (y) the exercise price per share for the shares of Century Common Stock which were purchasable pursuant to such Century Stock Option divided by (z) the Option Exchange Ratio. Notwithstanding the foregoing, each Century Stock Option which is intended to be an "incentive stock option" (as defined in Section 422 of the Code) shall be adjusted in accordance with the requirements of Section 424 of the Code. At or prior to the Effective Time, Century shall use its reasonable best efforts, including using its reasonable best efforts to obtain any necessary consents from optionees, with respect to the Century Stock Plans to permit the replacement of the outstanding Century Stock Options by United pursuant to this Section and to permit United to assume the Century Stock Plans. Century shall further take all action necessary to amend the Century Stock Plans to eliminate automatic grants or awards thereunder following the Effective Time. At the Effective Time, United shall assume the Century Stock Plans; provided, that such assumption shall be only in respect of the Replacement Options and that United shall have no obligation with respect to any awards under the Century Stock Plans other than the Replacement Options and shall have no obligation to make any additional grants or awards under such assumed Century Stock Plans. (b) At all times after the Effective Time, United shall reserve for issuance such number of shares of United Common Stock as necessary so as to permit the exercise of options granted under the Century Stock Plans in the manner contemplated by this Agreement and the instruments pursuant to which such options were granted. United shall make all filings required under federal and state securities laws no later than the Effective Time so as to permit the exercise of such options and the sale of the shares received by the optionee upon such exercise at and after the Effective Time and United shall continue to make such filings thereafter as may be necessary to permit the continued exercise of options and sale of such shares. ARTICLE V ACTIONS PENDING THE EFFECTIVE TIME 5.01 FOREBEARANCES OF CENTURY. From the date hereof until the Effective Time, except as expressly contemplated by this Agreement or disclosed in the Disclosure Schedule, without the prior written consent of United, Century will not, and will cause each of its Subsidiaries not to: (a) Ordinary Course. Conduct the business of Century and its Subsidiaries other than in the ordinary and usual course or fail to use reasonable efforts to preserve intact their business organizations and assets and maintain their rights, franchises and existing relations with customers, suppliers, employees and business associates, or take any action reasonably likely to have an adverse affect upon Century's ability to perform any of its material obligations under this Agreement. (b) Capital Stock. Other than pursuant to Rights Previously Disclosed and outstanding on the date hereof, (i) issue, sell or otherwise permit to become outstanding, or authorize the creation of, any additional shares of Century Stock or any Rights, (ii) enter into any agreement with respect to the foregoing, or (iii) permit any additional shares of Century Stock to become subject to new grants of employee or director stock options, other Rights or similar stock-based employee rights. (c) Dividends, Etc. (a) Make, declare, pay or set aside for payment any dividend, other than dividends from wholly-owned Subsidiaries to Century or another wholly-owned Subsidiary of Century) on or in respect of, or declare or make any distribution on any shares of Century Stock or (b) directly 10 14 or indirectly adjust, split, combine, redeem, reclassify, purchase or otherwise acquire, any shares of its capital stock. (d) Compensation; Employment Agreements; Etc. Enter into or amend or renew any employment, consulting, severance or similar agreements or arrangements with any director, officer or employee of Century or its Subsidiaries, or grant any salary or wage increase or increase any employee benefit, (including incentive or bonus payments) except (i) for normal individual payments of incentives and bonuses to employees in the ordinary course of business consistent with past practice, not to exceed $400,000 in the aggregate, (ii) mutually agreeable amendments to the Employment Agreement, as amended, between Century and its President, (iii) for normal individual increases in compensation to employees in the ordinary course of business consistent with past practice, (iv) for other changes that are required by applicable law, (v) to satisfy Previously Disclosed contractual obligations existing as of the date hereof, (vi) for grants of awards to newly hired employees consistent with past practice. (e) Benefit Plans. Enter into, establish, adopt or amend (except (i) as may be required by applicable law or (ii) to satisfy Previously Disclosed contractual obligations existing as of the date hereof) any pension, retirement, stock option, stock purchase, savings, profit sharing, deferred compensation, consulting, bonus, group insurance or other employee benefit, incentive or welfare contract, plan or arrangement, or any trust agreement (or similar arrangement) related thereto, in respect of any director, officer or employee of Century or its Subsidiaries, or take any action to accelerate the vesting or exercisability of stock options, restricted stock or other compensation or benefits payable thereunder. (f) Dispositions. Except as Previously Disclosed, sell, transfer, mortgage, encumber or otherwise dispose of or discontinue any of its assets, deposits, business or properties except in the ordinary course of business and in a transaction that is not material to it and its Subsidiaries taken as a whole. (g) Acquisitions. Except as Previously Disclosed, acquire (other than by way of foreclosures or acquisitions of control in a bona fide fiduciary capacity or in satisfaction of debts previously contracted in good faith, in each case in the ordinary and usual course of business consistent with past practice) all or any portion of, the assets, business, deposits or properties of any other entity. (h) Governing Documents. Amend the Century Certificate, Century By-laws or the certificate of incorporation or by-laws (or similar governing documents) of any of Century's Subsidiaries. (i) Accounting Methods. Implement or adopt any change in its accounting principles, practices or methods, other than as may be required by generally accepted accounting principles. (j) Contracts. Except in the ordinary course of business consistent with past practice, enter into or terminate any material contract (as defined in Section 6.03(k)) or amend or modify in any material respect any of its existing material contracts. (k) Claims. Except in the ordinary course of business consistent with past practice, settle any claim, action or proceeding, except for any claim, action or proceeding which does not involve precedent for other material claims, actions or proceedings and which involve solely money damages in an amount, individually or in the aggregate for all such settlements, that is not material to Century and its Subsidiaries, taken as a whole. 11 15 (l) Adverse Actions. (a) Take any action while knowing that such action would, or is reasonably likely to, prevent or impede the Merger from qualifying as a reorganization within the meaning of Section 368 of the Code; or (b) knowingly take any action that is intended or is reasonably likely to result in (i) any of its representations and warranties set forth in this Agreement being or becoming untrue in any material respect at any time at or prior to the Effective Time, (ii) any of the conditions to the Merger set forth in Article VIII not being satisfied or (iii) a material violation of any provision of this Agreement except, in each case, as may be required by applicable law or regulation. (m) Risk Management. Except as required by applicable law or regulation, (i) implement or adopt any material change in its interest rate and other risk management policies, procedures or practices; (ii) fail to follow its existing policies or practices with respect to managing its exposure to interest rate and other risk; or (iii) fail to use commercially reasonable means to avoid any material increase in its aggregate exposure to interest rate risk. (n) Indebtedness. Incur any indebtedness for borrowed money other than in the ordinary course of business. (o) Commitments. Agree or commit to do any of the foregoing. 5.02 FOREBEARANCES OF UNITED. From the date hereof until the Effective Time, except as expressly contemplated by this Agreement, without the prior written consent of Century, United will not, and will cause each of its Subsidiaries not to: (a) Ordinary Course. Conduct the business of United and its Subsidiaries other than in the ordinary and usual course or fail to use reasonable efforts to preserve intact their business organizations and assets and maintain their rights, franchises and existing relations with customers, suppliers, employees and business associates, or take any action reasonably likely to have an adverse effect upon United's ability to perform any of its material obligations under this Agreement. (b) Risk Management. Except as required by applicable law or regulation, (i) implement or adopt any material change in its interest rate and other risk management policies, procedures or practices; (ii) fail to follow its existing policies or practices with respect to managing its exposure to interest rate and other risk; or (iii) fail to use commercially reasonable means to avoid any material increase in its aggregate exposure to interest rate risk. (c) Extraordinary Dividends. Make, declare, pay or set aside for payment any extraordinary dividend, other than in connection with the United Stock Repurchase Program. (d) Adverse Actions. (a) Take any action while knowing that such action would, or is reasonably likely to, prevent or impede the Merger from qualifying as a reorganization within the meaning of Section 368 of the Code; or (b) knowingly take any action that is intended or is reasonably likely to result in (i) any of its representations and warranties set forth in this Agreement being or becoming untrue in any material respect at any time at or prior to the Effective Time, (ii) any of the conditions to the Merger set forth in Article VIII not being satisfied or (iii) a material violation of any provision of this Agreement except, in each case, as may be required by applicable law or regulation; provided, however, that nothing contained herein shall limit the ability of United to exercise its rights under the Stock Option Agreement. 12 16 (e) Transactions Involving United. United agrees that prior to the Effective time it shall not, and shall not permit any United Subsidiary, to enter into any agreement, arrangement or understanding with respect to the merger, acquisition, consolidation, share exchange or similar business combination involving United and/or a United Subsidiary, where the effect of such agreement, arrangement or understanding, or the consummation or effectuation thereof, would be reasonably likely to result in the termination of this Agreement, materially delay or jeopardize the receipt of the approval of any Regulatory Authority or the filing of an application therefor, or cause the anticipated tax treatment of the transactions contemplated hereby to be unavailable; provided, however, that nothing herein shall prohibit any such transaction that by its terms contemplates the consummation of the Merger in accordance with the provisions of this Agreement and which treats holders of Century Common Stock, upon completion of the Merger and their receipt of United Stock, in the same manner as the holders of United Stock. (f) Commitments. Agree or commit to do any of the foregoing. ARTICLE VI REPRESENTATIONS AND WARRANTIES 6.01 DISCLOSURE SCHEDULES. On or prior to the date hereof, United has delivered to Century a schedule and Century has delivered to United a schedule (respectively, its "Disclosure Schedule") setting forth, among other things, items the disclosure of which is necessary or appropriate either in response to an express disclosure requirement contained in a provision hereof or as an exception to one or more representations or warranties contained in Section 6.03 or 6.04 or to one or more of its covenants contained in Article IV; provided, that (a) no such item is required to be set forth in a Disclosure Schedule as an exception to a representation or warranty if its absence would not be reasonably likely to result in the related representation or warranty being deemed untrue or incorrect under the standard established by Section 6.02, and (b) the mere inclusion of an item in a Disclosure Schedule as an exception to a representation or warranty shall not be deemed an admission by a party that such item represents a material exception or fact, event or circumstance or that such item is reasonably likely to result in a Material Adverse Effect on the party making the representation. All of Century's representations, warranties and covenants contained in this Agreement are qualified by reference to the Disclosure Schedule and none thereof shall be deemed to be untrue or breached as a result of effects arising solely from actions taken in compliance with a written request of United. 6.02 STANDARD. No representation or warranty of Century or United contained in Section 6.03 or 6.04 shall be deemed untrue or incorrect, and no party hereto shall be deemed to have breached a representation or warranty, as a consequence of the existence of any fact, event or circumstance unless such fact, circumstance or event, individually or taken together with all other facts, events or circumstances inconsistent with any representation or warranty contained in Section 6.03 or 6.04 has had or is reasonably likely to have a Material Adverse Effect. For purposes of this Agreement, "knowledge" shall mean (i) with respect to United, actual knowledge of Richard M. Adams, Richard M. Adams, Jr., Kendal E. Carson, James J. Consagra, Jr., James B. Hayhurst, Jr., John Neuner, III, Joe L. Wilson and Steven E. Wilson, and (ii) with respect to Century, actual knowledge of Joseph S. Bracewell, Dale G. Phelps, F. Kathryn Roberts, Marvin Fabrikant, Kathleen M. Curtis and Shaza L. Andersen. 6.03 REPRESENTATIONS AND WARRANTIES OF CENTURY. Subject to Sections 6.01 and 6.02 and except as Previously Disclosed, Century hereby represents and warrants to United: 13 17 (a) Organization and Standing. Century is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Century is duly qualified to do business and is in good standing in the states of the United States and any foreign jurisdictions where its ownership or leasing of property or assets or the conduct of its business requires it to be so qualified. (b) Capitalization. As of the date hereof, the authorized capital stock of Century consists of (i) 10,000,000 shares of Century Common Stock, of which as of May 31, 2001, 4,323,110 shares were outstanding and an additional 150,150 shares were held in treasury, (ii) 1,000,000 shares of preferred stock, $1.00 par value, none of which are issued and outstanding or held in treasury as of the date hereof. As of the date hereof, except pursuant to the terms of options and stock issued pursuant to employee and director stock plans of Century in effect as of the date hereof (the "Century Stock Plans"), Century does not have and is not bound by any outstanding subscriptions, options, warrants, calls, commitments or agreements of any character calling for the purchase or issuance of any shares of Century Common Stock or any other equity securities of Century or any of its Subsidiaries or any securities representing the right to purchase or otherwise receive any shares of Century Common Stock or other equity securities of Century or any of its Subsidiaries. As of May 31, 2001, 1,039,422 shares of Century Common Stock were reserved for issuance upon the exercise of stock options pursuant to the Century Stock Plans of which options to purchase 950,996 shares of Century Common Stock have been issued. The outstanding shares of Century Stock have been duly authorized and are validly issued and outstanding, fully paid and nonassessable, and subject to no preemptive rights (and were not issued in violation of any preemptive rights). (c) Subsidiaries. (i) Century has Previously Disclosed a list of all of its Subsidiaries together with the jurisdiction of organization of each such Subsidiary. (A) Century owns, directly or indirectly, all the issued and outstanding equity securities of each of its Subsidiaries, (B) no equity securities of any of its Subsidiaries are or may become required to be issued (other than to it or its wholly-owned Subsidiaries) by reason of any Right or otherwise, (C) there are no contracts, commitments, understandings or arrangements by which any of such Subsidiaries is or may be bound to sell or otherwise transfer any equity securities of any such Subsidiaries (other than to it or its wholly-owned Subsidiaries), (D) there are no contracts, commitments, understandings, or arrangements relating to its rights to vote or to dispose of such securities and (E) all the equity securities of each Subsidiary held by Century or its Subsidiaries are fully paid and nonassessable (except pursuant to 12 U.S.C. ss. 55) and are owned by Century or its Subsidiaries free and clear of any Liens. (ii) Century has Previously Disclosed a list of all equity securities, or similar interests of any Person or any interest in a partnership or joint venture of any kind, other than its Subsidiaries, that it beneficially owns, directly or indirectly, as of May 31, 2001. (iii) Each of Century's Subsidiaries has been duly organized and is validly existing in good standing under the laws of the jurisdiction of its organization, and is duly qualified to do business and in good standing in the jurisdictions where its ownership or leasing of property or the conduct of its business requires it to be so qualified. (d) Corporate Power. Each of Century and its Subsidiaries has the corporate power and authority to carry on its business as it is now being conducted and to own all its properties and assets; and Century has the corporate power and authority to execute, deliver and perform its obligations under this Agreement and the Stock Option Agreement and to consummate the transactions contemplated hereby and thereby. 14 18 (e) Corporate Authority. Subject in the case of this Agreement to receipt of the requisite approval of this Agreement (including the agreement of merger set forth herein) by the holders of more than two-thirds of the outstanding shares of Century Common Stock entitled to vote thereon (which is the only vote of Century stockholders required thereon), the execution and delivery of this Agreement and the Stock Option Agreement and the transactions contemplated hereby and thereby have been authorized by all necessary corporate action of Century and the Century Board. Assuming due authorization, execution and delivery by United, this Agreement is a valid and legally binding obligation of Century, enforceable in accordance with its terms (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar laws of general applicability relating to or affecting creditors' rights or by general equity principles). The Century Board of Directors has received the written opinion of Friedman, Billings Ramsey & Company, Inc. to the effect that as of the date hereof the consideration to be received by the holders of Century Common Stock in the Merger is fair to the holders of Century Common Stock from a financial point of view. (f) Consents and Approvals; No Defaults. (i) No consents or approvals of, or filings or registrations with, any Governmental Authority or with any third party are required to be made or obtained by Century or any of its Subsidiaries in connection with the execution, delivery or performance by Century of this Agreement or the Stock Option Agreement or to consummate the Merger except for (A) filings of applications or notices with federal and state banking and insurance authorities, (B) filings with the SEC, the NASDAQ Stock Market and state securities authorities, and (C) the filing of articles of merger with the Secretary of State of Delaware pursuant to the DGCL and the issuance of a certificate of merger in connection therewith. As of the date hereof, Century is not aware of any reason why the approvals set forth in Section 8.01(b) will not be received without the imposition of a condition, restriction or requirement of the type described in Section 8.01(b). (ii) Subject to receipt of the regulatory approvals referred to in the preceding paragraph, and expiration of related waiting periods, the execution, delivery and performance of this Agreement and the Stock Option Agreement and the consummation of the transactions contemplated hereby and thereby do not and will not (A) constitute a breach or violation of, or a default under, or give rise to any Lien, any acceleration of remedies or any right of termination under, any law, rule or regulation or any judgment, decree, order, governmental permit or license, or any agreement, indenture or instrument of Century or of any of its Subsidiaries or to which Century or any of its Subsidiaries or properties is subject or bound, (B) constitute a breach or violation of, or a default under, the Century Certificate or the Century By-Laws, or (C) require any consent or approval under any such law, rule, regulation, judgment, decree, order, governmental permit or license or any agreement, indenture or instrument. (g) Financial Reports and SEC Documents; Absence of Certain Changes or Events. (i) Century's Annual Reports on Form 10-K for the fiscal years ended December 31, 1998, 1999 and 2000, and all other reports, registration statements, definitive proxy statements or information statements filed or to be filed by it or any of its Subsidiaries subsequent to December 31, 1998 under the Securities Act, or under Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, in the form filed or to be filed (collectively, Century's "SEC Documents") with the SEC, as of the date filed, (A) as to Form, complied or will comply in all material respects with the applicable requirements under the Securities Act or the Exchange Act, as the case may be, and (B) did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; and each of the balance sheets or statements of condition of Century contained in or incorporated by reference into any such SEC Document (including the related notes and schedules thereto) fairly presents, or will fairly present, the financial position of Century and its Subsidiaries 15 19 as of its date, and each of the statements of income and changes in stockholders' equity and cash flows or equivalent statements of Century in such SEC Documents (including any related notes and schedules thereto) fairly presents, or will fairly present, the results of operations, changes in stockholders' equity and cash flows, as the case may be, of Century and its Subsidiaries for the periods to which they relate, in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except in each case as may be noted therein, and subject to normal year-end audit adjustments and the absence of footnotes in the case of unaudited statements. (ii) Since March 31, 2001, Century and its Subsidiaries have not incurred any liability other than in the ordinary course of business consistent with past practice. (iii) Since March 31, 2001, (A) Century and its Subsidiaries have conducted their respective businesses in the ordinary and usual course consistent with past practice (excluding matters related to this Agreement and the transactions contemplated hereby) and (B) no event has occurred or circumstance arisen that, individually or taken together with all other facts, circumstances and events (described in any paragraph of Section 6.03 or otherwise), is reasonably likely to have a Material Adverse Effect with respect to Century. (h) Litigation. No litigation, claim or other proceeding before any court or governmental agency is pending against Century or any of its Subsidiaries and, to Century's knowledge, no such litigation, claim or other proceeding has been threatened. (i) Regulatory Matters. (i) Neither Century nor any of its Subsidiaries or properties is a party to or is subject to any order, decree, agreement, memorandum of understanding or similar arrangement with, or a commitment letter or similar submission to, or extraordinary supervisory letter from, any federal or state governmental agency or authority charged with the supervision or regulation of financial institutions (or their holding companies) or issuers of securities or engaged in the insurance of deposits (including, without limitation, the Office of the Comptroller of the Currency, the Federal Reserve Board and the Federal Deposit Insurance Corporation) or the supervision or regulation of it or any of its Subsidiaries (collectively, the "Regulatory Authorities"). (ii) Neither Century nor any of its Subsidiaries has been advised by any Regulatory Authority that such Regulatory Authority is contemplating issuing or requesting (or is considering the appropriateness of issuing or requesting) any such order, decree, agreement, memorandum of understanding, commitment letter, supervisory letter or similar submission. (iii) Century is not a financial holding company as defined by the Gramm-Leach-Bliley Act of 1999. (j) Compliance with Laws. Each of Century and its Subsidiaries: (i) is in compliance with all applicable federal, state, local and foreign statutes, laws, regulations, ordinances, rules, judgments, orders or decrees applicable thereto or to the employees conducting such businesses, including, without limitation, the Equal Credit Opportunity Act, the Fair Housing Act, the Community Reinvestment Act, the Home Mortgage Disclosure Act and all other applicable fair lending laws and other laws relating to discriminatory business practices; 16 20 (ii) has all permits, licenses, authorizations, orders and approvals of, and has made all filings, applications and registrations with, all Governmental Authorities that are required in order to permit them to own or lease their properties and to conduct their businesses as presently conducted; all such permits, licenses, certificates of authority, orders and approvals are in full force and effect and, to Century's knowledge, no suspension or cancellation of any of them is threatened; (iii) has received, since December 31, 1998, no notification or communication from any Governmental Authority (A) asserting that Century or any of its Subsidiaries is not in compliance with any of the statutes, regulations, or ordinances which such Governmental Authority enforces or (B) threatening to revoke any license, franchise, permit, or governmental authorization (nor, to Century's knowledge, do any grounds for any of the foregoing exist); and (iv) as of July 1, 2001, will be in compliance with the privacy provisions of the Gramm-Leach-Bailey Act, and all other applicable laws relating to consumer privacy. (k) Material Contracts; Defaults. Except for this Agreement, the Stock Option Agreement and those agreements and other documents filed as exhibits to Century's SEC Documents, neither Century nor any of its Subsidiaries is a party to, bound by or subject to any agreement, contract, arrangement, commitment or understanding (whether written or oral) (i) that is a "material contract" within the meaning of Item 601(b)(10) of the SEC's Regulation S-K or (ii) that restricts or limits in any way the conduct of business by it or any of its Subsidiaries (including without limitation a non-compete or similar provision). Neither Century nor any of its Subsidiaries is in default under any contract, agreement, commitment, arrangement, lease, insurance policy or other instrument to which it is a party, by which its respective assets, business, or operations may be bound or affected, or under which it or its respective assets, business, or operations receive benefits, and there has not occurred any event that, with the lapse of time or the giving of notice or both, would constitute such a default. (l) No Brokers. No action has been taken by Century that would give rise to any valid claim against any party hereto for a brokerage commission, finder's fee or other like payment with respect to the transactions contemplated by this Agreement, excluding a Previously Disclosed fee to be paid to Friedman, Billings, Ramsey & Co., Inc. (m) Employee Benefit Plans. (i) Century has Previously Disclosed a complete and accurate list of all existing bonus, incentive, deferred compensation, pension, retirement, profit-sharing, thrift, savings, employee stock ownership, stock bonus, stock purchase, restricted stock, stock option, severance, welfare and fringe benefit plans, employment or severance agreements and all similar practices, policies and arrangements in which any employee or former employee (the "Employees"), consultant or former consultant (the "Consultants") or director or former director (the "Directors") of Century or any of its Subsidiaries participates or to which any such Employees, Consultants or Directors are a party (the "Compensation and Benefit Plans"). Neither Century nor any of its Subsidiaries has any commitment to create any additional Compensation and Benefit Plan or to modify or change any existing Compensation and Benefit Plan. (ii) Each Compensation and Benefit Plan has been operated and administered in all material respects in accordance with its terms and with applicable law, including, but not limited to, ERISA, the Code, the Securities Act, the Exchange Act, the Age Discrimination in Employment Act, or any regulations or rules promulgated thereunder, and all filings, disclosures and notices required by ERISA, the Code, the Securities Act, the Exchange Act, the Age Discrimination in Employment Act and any other applicable law have been timely made. Each Compensation and Benefit Plan which is an "employee pension 17 21 benefit plan" within the meaning of Section 3(2) of ERISA (a "Pension Plan") and which is intended to be qualified under Section 401(a) of the Code has received a favorable determination letter or has applied for a favorable determination letter in compliance with the Code (including a determination that the related trust under such Compensation and Benefit Plan is exempt from tax under Section 501(a) of the Code) from the Internal Revenue Service ("IRS"), and Century is not aware of any circumstances likely to result in the revocation of any existing favorable determination letter or in not receiving a favorable determination letter. There is no material pending or, to the knowledge of Century, threatened legal action, suit or claim relating to the Compensation and Benefit Plans other than routine claims for benefits. Neither Century nor any of its Subsidiaries has engaged in a transaction, or omitted to take any action, with respect to any Compensation and Benefit Plan that would reasonably be expected to subject Century or any of its Subsidiaries to a tax or penalty imposed by either Section 4975 of the Code or Section 502 of ERISA, assuming for purposes of Section 4975 of the Code that the taxable period of any such transaction expired as of the date hereof. (iii) No Compensation and Benefit Plans currently maintained, or maintained within the last six years, by Century or any of its Subsidiaries or any entity (and "ERISA Affiliate") which is considered one employer with Century under Section 4001(a)(14) of ERISA or Section 414(b) or (c) of the Code is or was subject to Title IV of ERISA or is or was a Multiemployer plan under Subtitle E of Title IV of ERISA. To the knowledge of Century, there is no pending investigation or enforcement action by the PBGC, the Department of Labor (the "DOL") or IRS or any other governmental agency with respect to any Compensation and Benefit Plan. (iv) All contributions required to be made under the terms of any Compensation and Benefit Plan or any employee benefit arrangements under any collective bargaining agreement to which Century or any of its Subsidiaries is a party have been timely made or have been reflected on Century's financial statements. None of Century, any of its Subsidiaries or any ERISA Affiliate (x) has provided, or would reasonably be expected to be required to provide, security to any Pension Plan pursuant to Section 401(a)(29) of the Code, and (y) has taken any action, or omitted to take any action, that has resulted, or would reasonably be expected to result, in the imposition of a lien under Section 412(n) of the Code or pursuant to ERISA. (v) Neither Century nor any of its Subsidiaries has any obligations to provide retiree health and life insurance or other retiree death benefits under any Compensation and Benefit Plan, other than benefits mandated by Section 4980B of the Code, and each such Compensation and Benefit Plan may be amended or terminated without incurring liability thereunder. There has been no communication to Employees by Century or any of its Subsidiaries that would reasonably be expected to promise or guarantee such Employees retiree health or life insurance or other retiree death benefits on a permanent basis. (vi) Century and its Subsidiaries do not maintain any Compensation and Benefit Plans covering foreign Employees. (vii) With respect to each Compensation and Benefit Plan, if applicable, Century has provided or made available to United, true and complete copies of existing: (A) Compensation and Benefit Plan documents and amendments thereto; (B) trust instruments and insurance contracts; (C) two most recent Forms 5500 filed with the IRS; (D) most recent actuarial report and financial statement; (E) the most recent summary plan description; (F) most recent determination letter issued by the IRS; (G) any Form 5310 or Form 5330 filed with the IRS; and (H) most recent nondiscrimination tests performed under ERISA and the Code (including 401(k) and 401(m) tests). 18 22 (viii) The consummation of the transactions contemplated by this Agreement would not, directly or indirectly (including, without limitation, as a result of any termination of employment prior to or following the Effective Time) reasonably be expected to (A) entitle any Employee, Consultant or Director to any payment (including severance pay or similar compensation) or any increase in compensation, (B) result in the vesting or acceleration of any benefits under any Compensation and Benefit Plan or (C) result in any material increase in benefits payable under any Compensation and Benefit Plan. (ix) Neither Century nor any of its Subsidiaries maintains any compensation plans, programs or arrangements the payments under which would not reasonably be expected to be deductible as a result of the limitations under Section 162(m) of the Code and the regulations issued thereunder. (x) As a result, directly or indirectly, of the transactions contemplated by this Agreement (including, without limitation, as a result of any termination of employment prior to or following the Effective Time), none of United, Century or the Surviving Corporation, or any of their respective Subsidiaries will be obligated to make a payment that would be characterized as an "excess parachute payment" to an individual who is a "disqualified individual" (as such terms are defined in Section 280G of the Code), without regard to whether such payment is reasonable compensation for personal services performed or to be performed in the future. (n) Labor Matters. Neither Century nor any of its Subsidiaries is a party to or is bound by any collective bargaining agreement, contract or other agreement or understanding with a labor union or labor organization, nor is Century or any of its Subsidiaries the subject of a proceeding asserting that it or any such Subsidiary has committed an unfair labor practice (within the meaning of the National Labor Relations Act) or seeking to compel Century or any such Subsidiary to bargain with any labor organization as to wages or conditions of employment, nor is there any strike or other labor dispute involving it or any of its Subsidiaries pending or, to Century's knowledge, threatened, nor is Century aware of any activity involving its or any of its Subsidiaries' employees seeking to certify a collective bargaining unit or engaging in other organizational activity. (o) Takeover Laws; Dissenters Rights. Century has taken all action required to be taken by it in order to exempt this Agreement, the Stock Option Agreement and the transactions contemplated hereby and thereby from, and this Agreement, the Stock Option Agreement and the transactions contemplated hereby and thereby are exempt from, the requirements of any "moratorium", "control share", "fair price", "affiliate transaction", "business combination" or other antitakeover laws and regulations of any state applicable to Century (collectively, "Takeover Laws"), including, without limitation, Section 2.03 of the DGCL. (p) Environmental Matters. To Century's knowledge, neither the conduct nor operation of Century or its Subsidiaries nor any condition of any property presently or previously owned, leased or operated by any of them (including, without limitation, in a fiduciary or agency capacity), or on which any of them holds a Lien, violates or violated Environmental Laws and to Century's knowledge, no condition has existed or event has occurred with respect to any of them or any such property that, with notice or the passage of time, or both, is reasonably likely to result in liability under Environmental Laws. To Century's knowledge, neither Century nor any of its Subsidiaries has received any notice from any person or entity that Century or its Subsidiaries or the operation or condition of any property ever owned, leased, operated, or held as collateral or in a fiduciary capacity by any of them are or were in violation of or otherwise are alleged to have liability under any Environmental Law, including, but not limited to, responsibility (or potential responsibility) for the cleanup or other remediation of any pollutants, contaminants, or hazardous or toxic wastes, substances or materials at, on, beneath, or originating from any such property. 19 23 (q) Tax Matters. (i) All Tax Returns that are required to be filed by or with respect to Century and its Subsidiaries have been duly filed, (ii) all Taxes shown to be due on the Tax Returns referred to in clause (i) have been paid in full, (iii) the Tax Returns referred to in clause (i) have been examined by the Internal Revenue Service or the appropriate state, local or foreign taxing authority or the period for assessment of the Taxes in respect of which such Tax Returns were required to be filed has expired, (iv) all deficiencies asserted or assessments made as a result of such examinations have been paid in full, (v) no issues that have been raised by the relevant taxing authority in connection with the examination of any of the Tax Returns referred to in clause (i) are currently pending, and (vi) no waivers of statutes of limitation have been given by or requested with respect to any Taxes of Century or its Subsidiaries. Century has made available to United true and correct copies of the United States Federal Income Tax Returns filed by Century and its Subsidiaries for each of the three most recent fiscal years ended on or before December 31, 2000. Neither Century nor any of its Subsidiaries has any liability with respect to income, franchise or similar Taxes that accrued on or before the end of the most recent period covered by Century's SEC Documents filed prior to the date hereof in excess of the amounts accrued with respect thereto that are reflected in the financial statements included in Century's SEC Documents filed on or prior to the date hereof. As of the date hereof, neither Century nor any of its Subsidiaries has any reason to believe that any conditions exist that might prevent or impede the Merger from qualifying as a reorganization within the meaning of Section 368(a) of the Code. (ii) No Tax is required to be withheld pursuant to Section 1445 of the Code as a result of the transfer contemplated by this Agreement. (r) Risk Management Instruments. Neither Century nor any of its subsidiaries are parties to any interest rate swaps, caps, floors, option agreements, futures and forward contracts and other similar risk management arrangements, whether entered into for Century's own account, or for the account of one or more of Century's Subsidiaries or their customers. (s) Books and Records. The books and records of Century and its Subsidiaries have been fully, properly and accurately maintained in all material respects, and there are no material inaccuracies or discrepancies of any kind contained or reflected therein and they fairly reflect the substance of events and transactions included therein. (t) Insurance. Century Previously Disclosed all of the insurance policies, binders, or bonds maintained by Century or its Subsidiaries. Century and its Subsidiaries are insured with insurers believed to be reputable against such risks and in such amounts as the management of Century reasonably has determined to be prudent in accordance with industry practices. All such insurance policies are in full force and effect; Century and its Subsidiaries are not in material default thereunder; and all claims thereunder have been filed in due and timely fashion. (u) Disclosure. The representations and warranties contained in this Section 6.03 do not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements and information contained in this Section 6.03, in light of the circumstances in which they are made, not misleading. 6.04 REPRESENTATIONS AND WARRANTIES OF UNITED. Subject to Sections 6.01 and 6.02 and except as Previously Disclosed. United hereby represents and warrants to Century as follows: 20 24 (a) Organization and Standing. United is a corporation duly organized, validly existing and in good standing under the laws of the State of West Virginia. United is duly qualified to do business and is in good standing in the states of the United States and foreign jurisdictions where its ownership or leasing of property or assets or the conduct of its business requires it to be so qualified. (b) United Stock. (i) As of the date hereof, the authorized capital stock of United consists solely of 100,000,000 shares of United Common Stock, of which as of May 31, 2001, 43,381,769 shares, including 1,992,509 shares held in treasury, were outstanding. As of the date hereof, except as set forth in its Disclosure Schedule, United does not have and is not bound by any outstanding subscriptions, options, warrants, calls, commitments or agreements of any character calling for the purchase or issuance of any shares of United Common Stock or any other equity securities of United or any of its Subsidiaries or any securities representing the right to purchase or otherwise receive any shares of United Common Stock or other equity securities of United or any of its Subsidiaries. As of May 31, 2001, United has 1,450,974 shares of United Common Stock which are issuable and reserved for issuance upon exercise of United Stock Options. The outstanding shares of United Common Stock have been duly authorized and are validly issued and outstanding, fully paid and nonassessable, and subject to no preemptive rights (and were not issued in violation of any preemptive rights). (ii) The shares of United Common Stock to be issued in exchange for shares of Century Common Stock in the Merger, when issued in accordance with the terms of this Agreement, will be duly authorized, validly issued, fully paid and nonassessable, with no personal liability attaching to the ownership thereof, subject to no preemptive rights and authorized for trading on the NASDAQ National Market System. (c) Subsidiaries. Each of United's Subsidiaries has been duly organized and is validly existing in good standing under the laws of the jurisdiction of its organization, and is duly qualified to do business and is in good standing in the jurisdictions where its ownership or leasing of property or the conduct of its business requires it to be so qualified and it owns, directly or indirectly, all the issued and outstanding equity securities of each of its Significant Subsidiaries. (d) Corporate Power. Each of United and its Subsidiaries has the corporate power and authority to carry on its business as it is now being conducted and to own all its properties and assets; and United has the corporate power and authority to execute, deliver and perform its obligations under this Agreement and the Stock Option Agreement and to consummate the transactions contemplated hereby and thereby. (e) Corporate Authority. This Agreement, the Stock Option Agreement and the transactions contemplated hereby and thereby have been authorized by all necessary corporate action of United and the United Board prior to the date hereof. Shareholder approval of the transactions contemplated hereby and thereby is not required. Assuming due authorization, execution and delivery by Century, this Agreement is a valid and legally binding agreement of United, enforceable in accordance with its terms (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar laws of general applicability relating to or affecting creditors' rights or by general equity principles). (f) Consents and Approvals; No Defaults. (i) No consents or approvals of, or filings or registrations with, any Governmental Authority or with any third party are required to be made or obtained by United or any of its Subsidiaries in connection with the execution, delivery or performance by United of 21 25 this Agreement or to consummate the Merger except for (A) filings of applications and notices, with the federal and state banking and insurance authorities; (B) filings with, and approval by, the NASDAQ National Market System regarding the United Common Stock to be issued in the Merger; (C) the filing and declaration of effectiveness of the Registration Statement; (D) the filing of articles of merger with the Secretary of State pursuant to the DGCL and the issuance of the related certificate of merger; (E) such filings as are required to be made or approvals as are required to be obtained under the securities or "Blue Sky" laws of various states in connection with the issuance of United Stock in the Merger; and (F) receipt of the approvals set forth in Section 8.01(b). As of the date hereof, United is not aware of any reason why the approvals set forth in Section 8.01(b) will not be received without the imposition of a condition, restriction or requirement of the type described in Section 8.01(b). (ii) Subject to the satisfaction of the requirements referred to in the preceding paragraph and expiration of the related waiting periods, the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby do not and will not (A) constitute a breach or violation of, or a default under, or give rise to any Lien, any acceleration of remedies or any right of termination under, any law, rule or regulation or any judgment, decree, order, governmental permit or license, or agreement, indenture or instrument of United or of any of its Subsidiaries or to which United or any of its Subsidiaries or properties is subject or bound, (B) constitute a breach or violation of, or a default under, the certificate of incorporation or by-laws (or similar governing documents) of United or any of its Subsidiaries, or (C) require any consent or approval under any such law, rule, regulation, judgment, decree, order, governmental permit or license, agreement, indenture or instrument. (g) Financial Reports and SEC Documents; Absence of Certain Changes or Events. (i) United's Annual Report on Form 10-K for the fiscal years ended December 31, 1998, 1999 and 2000 and all other reports, registration statements, definitive proxy statements or information statements filed or to be filed by it or any of its Subsidiaries subsequent to December 31, 1998, under the Securities Act or under Section 13(a), 13(c), 14 or 15(d) of the Exchange in the form filed or to be filed (collectively "United's SEC Documents"), as of the date filed, (A) as to form complied or will comply in all material respects with the applicable requirements under the Securities Act or the Exchange Act, as the case may be, and (B) did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; and each of the balance sheets or statements of condition of United contained in or incorporated by reference into any such SEC Document (including the related notes and schedules thereto) fairly presents, or will fairly present, the financial position of United and its Subsidiaries as of its date, and each of the statements of income or results of operations and changes in stockholders' equity and cash flows or equivalent statements of United in such SEC Documents (including any related notes and schedules thereto) fairly presents, or will fairly present, the results of operations, changes in stockholders' equity and cash flows, as the case may be, of United and its Subsidiaries for the periods to which they relate, in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except in each case as may be noted therein, and subject to normal year-end audit adjustments in the case of unaudited statements. (ii) Since March 31, 2001, United and its Subsidiaries have not incurred any liability other than in the ordinary course of business consistent with past practice. (iii) Since March 31, 2001, (A) United and its Subsidiaries have conducted their respective businesses in the ordinary and usual course consistent with past practice (excluding matters related 23 26 to this Agreement and the transactions contemplated hereby) and (B) no event has occurred or circumstance arisen that, individually or taken together with all other facts, circumstances and events (described in any paragraph of Section 6.04 or otherwise), is reasonably likely to have a Material Adverse Effect with respect to United. (h) Litigation. No litigation, claim or other proceeding before any Governmental Authority is pending against United or any of its Subsidiaries and, to the best of United's knowledge, no such litigation, claim or other proceeding has been threatened. (i) Regulatory Matters. (i) Neither United nor any of its Subsidiaries or properties is a party to or is subject to any order, decree, agreement, memorandum of understanding or similar arrangement with, or a commitment letter or similar submission to, or extraordinary supervisory letter from, any Regulatory Authority. (ii) Neither United nor any of its Subsidiaries or properties is a party to or is subject to any order, decree, agreement, memorandum of understanding or similar arrangement with, or a commitment letter or similar submission to, or extraordinary supervisory letter from a Regulatory Authority, nor has United or any of its Subsidiaries been advised by a Regulatory Authority that such agency is contemplating issuing or requesting (or is considering the appropriateness of issuing or requesting) any such order, decree, agreement, memorandum of understanding, commitment letter, supervisory letter or similar submission. (iii) United is not a financial holding company as defined by the Gramm-Leach-Bailey Act of 1999. (j) Compliance with Laws. Each of United and its Subsidiaries: (i) is in compliance with all applicable federal, state, local and foreign statutes, laws, regulations, ordinances, rules, judgments, orders or decrees applicable thereto or to the employees conducting such businesses, including, without limitation, the Equal Credit Opportunity Act, the Fair Housing Act, the Community Reinvestment Act, the Home Mortgage Disclosure Act and all other applicable fair lending laws and other laws relating to discriminatory business practices; (ii) has all permits, licenses, authorizations, orders and approvals of, and has made all filings, applications and registrations with, all Governmental Authorities that are required in order to permit them to conduct their businesses substantially as presently conducted; all such permits, licenses, certificates of authority, orders and approvals are in full force and effect and, to the best of its knowledge, no suspension or cancellation of any of them is threatened; (iii) has received, since December 31, 1998, no notification or communication from any Governmental Authority (A) asserting that United or any of its Subsidiaries is not in compliance with any of the statutes, regulations, or ordinances which such Governmental Authority enforces or (B) threatening to revoke any license, franchise, permit, or governmental authorization (nor, to United's knowledge, do any grounds for any of the foregoing exist); and (iv) as of July 1, 2001, will be in compliance with the privacy provisions of the Gramm-Leach-Bailey Act, and all other applicable laws relating to consumer privacy. 23 27 (k) Employee Benefit Plans. United has Previously Disclosed a complete and accurate list of all existing bonus, incentive, deferred compensation, pension, retirement, profit-sharing, thrift, savings, employee stock ownership, stock bonus, stock purchase, restricted stock, stock option, severance, welfare and fringe benefit plans, employment or severance agreements and all similar practices, policies and arrangements in which any employee or former employee (the "United Employees"), consultant or former consultant (the "United Consultants") or director or former director (the "United Directors") of United or any of its Subsidiaries participates or to which any United Employees, United Consultants or United Directors are a party (the "United Compensation and Benefit Plans"). (ii) Each United Compensation and Benefit Plan has been operated and administered in all material respects in accordance with its terms and with applicable law, including, but not limited to, ERISA, the Code, the Securities Act, the Exchange Act, the Age Discrimination in Employment Act, or any regulations or rules promulgated thereunder, and all filings, disclosures and notices required by ERISA, the Code, the Securities Act, the Exchange Act, the Age Discrimination in Employment Act and any other applicable law have been timely made. Each Compensation and Benefit Plan which is an "employee pension benefit plan" within the meaning of Section 3(2) of ERISA (a "United Pension Plan") and which is intended to be qualified under Section 401(a) of the Code has received a favorable determination letter (including a determination that the related trust under such United Compensation and Benefit Plan is exempt from tax under Section 501(a) of the Code) from the Internal Revenue Service ("IRS"), and United is not aware of any circumstances likely to result in revocation of any such favorable determination letter. There is no material pending or, to the knowledge of United, threatened legal action, suit or claim relating to the United Compensation and Benefit Plans other than routine claims for benefits. Neither United nor any of its Subsidiaries has engaged in a transaction, or omitted to take any action, with respect to any United Compensation and Benefit Plan that would reasonably be expected to subject United or any of its Subsidiaries to a tax or penalty imposed by either Section 4975 of the Code or Section 502 of ERISA, assuming for purposes of Section 4975 of the Code that the taxable period of any such transaction expired as of the date hereof. (iii) No liability (other than for payment of premiums to the PBGC which have been made or will be made on a timely basis) under Title IV of ERISA has been or is expected to be incurred by United or any of its Subsidiaries with respect to any ongoing, frozen or terminated "single-employer plan", within the meaning of Section 4001(a)(15) of ERISA, currently or formerly maintained by any of them, or any single-employer plan of any entity (an " United ERISA Affiliate") which is considered one employer with United under Section 4001(a)(14) of ERISA or Section 414(b) or (c) of the Code (an "United ERISA Affiliate Plan"). None of United, any of its Subsidiaries or any United ERISA Affiliate has contributed, or has been obligated to contribute, to a multiemployer plan under Subtitle E of Title IV of ERISA at any time since September 26, 1980. No notice of a "reportable event", within the meaning of Section 4043 of ERISA for which the 30-day reporting requirement has not been waived, has been required to be filed for any United Compensation and Benefit Plan or by any United ERISA Affiliate Plan within the 12-month period ending on the date hereof, and no such notice will be required to be filed as a result of the transactions contemplated by this Agreement. The PBGC has not instituted proceedings to terminate any Pension Plan or United ERISA Affiliate Plan and, to United's knowledge, no condition exists that presents a material risk that such proceedings will be instituted. To the knowledge of United, there is no pending investigation or enforcement action by the PBGC, the Department of Labor (the "DOL") or IRS or any other governmental agency with respect to any United Compensation and Benefit Plan. Under each United Pension Plan and United ERISA Affiliate Plan, as of the date of the most recent actuarial valuation performed prior to the date of this Agreement, the actuarially determined present value of all "benefit liabilities", within the meaning of Section 4001(a)(16) of ERISA (as determined on the basis of the actuarial assumptions contained in such actuarial 24 28 valuation of such United Pension Plan or United ERISA Affiliate Plan), did not exceed the then current value of the assets of such United Pension Plan or United ERISA Affiliate Plan and since such date there has been neither an adverse change in the financial condition of such United Pension Plan or United ERISA Affiliate Plan nor any amendment or other change to such Pension Plan or ERISA Affiliate Plan that would increase the amount of benefits thereunder which reasonably could be expected to change such result. (iv) All contributions required to be made under the terms of any United Compensation and Benefit Plan or United ERISA Affiliate Plan or any employee benefit arrangements under any collective bargaining agreement to which United or any of its Subsidiaries is a party have been timely made or have been reflected on United's financial statements. Neither any United Pension Plan nor any United ERISA Affiliate Plan has an "accumulated funding deficiency" (whether or not waived) within the meaning of Section 412 of the Code or Section 302 of ERISA and all required payments to the PBGC with respect to each United Pension Plan or United ERISA Affiliate Plan have been made on or before their due dates. None of United, any of its Subsidiaries or any United ERISA Affiliate (x) has provided, or would reasonably be expected to be required to provide, security to any United Pension Plan or to any United ERISA Affiliate Plan pursuant to Section 401(a)(29) of the Code, and (y) has taken any action, or omitted to take any action, that has resulted, or would reasonably be expected to result, in the imposition of a lien under Section 412(n) of the Code or pursuant to ERISA. (v) Neither United nor any of its Subsidiaries has any obligations to provide retiree health and life insurance or other retiree death benefits under any United Compensation and Benefit Plan, other than benefits mandated by Section 4980B of the Code, and each such United Compensation and Benefit Plan may be amended or terminated without incurring liability thereunder. There has been no communication to Employees by United or any of its Subsidiaries that would reasonably be expected to promise or guarantee such Employees retiree health or life insurance or other retiree death benefits on a permanent basis. (vi) United and its Subsidiaries do not maintain any United Compensation and Benefit Plans covering foreign Employees. (vii) With respect to each United Compensation and Benefit Plan, if applicable, United has provided or made available to Century, true and complete copies of existing: (A) United Compensation and Benefit Plan documents and amendments thereto; (B) trust instruments and insurance contracts; (C) two most recent Forms 5500 filed with the IRS; (D) most recent actuarial report and financial statement; (E) the most recent summary plan description; (F) forms filed with the PBGC (other than for premium payments); (G) most recent determination letter issued by the IRS; (H) any Form 5310 or Form 5330 filed with the IRS; and (I) most recent nondiscrimination tests performed under ERISA and the Code (including 401(k) and 401(m) tests). (viii) The consummation of the transactions contemplated by this Agreement would not, directly or indirectly (including, without limitation, as a result of any termination of employment prior to or following the Effective Time) reasonably be expected to (A) entitle any United Employee, United Consultant or United Director to any payment (including severance pay or similar compensation) or any increase in compensation, (B) result in the vesting or acceleration of any benefits under any United Compensation and Benefit Plan or (C) result in any material increase in benefits payable under any United Compensation and Benefit Plan. 25 29 (ix) Neither United nor any of its Subsidiaries maintains any compensation plans, programs or arrangements the payments under which would not reasonably be expected to be deductible as a result of the limitations under Section 162(m) of the Code and the regulations issued thereunder. (x) As a result, directly or indirectly, of the transactions contemplated by this Agreement (including, without limitation, as a result of any termination of employment prior to or following the Effective Time), none of United, Century or the Surviving Corporation, or any of their respective Subsidiaries will be obligated to make a payment that would be characterized as an "excess parachute payment" to an individual who is a "disqualified individual" (as such terms are defined in Section 280G of the Code), without regard to whether such payment is reasonable compensation for personal services performed or to be performed in the future. (l) No Brokers. No action has been taken by United that would give rise to any valid claim against any party hereto for a brokerage commission, finder's fee or other like payment with respect to the transactions contemplated by this Agreement. (m) Takeover Laws. United has taken all action required to be taken by it in order to exempt this Agreement, the Stock Option Agreement and the transactions contemplated hereby and thereby from, and this Agreement, the Stock Option Agreement and the transactions contemplated hereby and thereby are exempt from, the requirements of any Takeover Laws applicable to United. (n) Environmental Matters. To United's knowledge, neither the conduct nor operation of United or its Subsidiaries nor any condition of any property presently or previously owned, leased or operated by any of them (including, without limitation, in a fiduciary or agency capacity), or on which any of them holds a Lien, violates or violated Environmental Laws and to Century's knowledge no condition has existed or event has occurred with respect to any of them or any such property that, with notice or the passage of time, or both, is reasonably likely to result in liability under Environmental Laws. To United's knowledge, neither United nor any of its Subsidiaries has received any notice from any person or entity that United or its Subsidiaries or the operation or condition of any property ever owned, leased, operated, or held as collateral or in a fiduciary capacity by any of them are or were in violation of or otherwise are alleged to have liability under any Environmental Law, including, but not limited to, responsibility (or potential responsibility) for the cleanup or other remediation of any pollutants, contaminants, or hazardous or toxic wastes, substances or materials at, on, beneath, or originating from any such property. (o) Tax Matters. (i) All Tax Returns that are required to be filed by or with respect to United and its Subsidiaries have been duly filed, (ii) all Taxes shown to be due on the Tax Returns referred to in clause (i) have been paid in full, (iii) the Tax Returns referred to in clause (i) have been examined by the Internal Revenue Service or the appropriate state, local or foreign taxing authority or the period for assessment of the Taxes in respect of which such Tax Returns were required to be filed has expired, (iv) all deficiencies asserted or assessments made as a result of such examinations have been paid in full, (v) no issues that have been raised by the relevant taxing authority in connection with the examination of any of the Tax Returns referred to in clause (i) are currently pending, and (vi) no waivers of statutes of limitation have been given by or requested with respect to any Taxes of United or its Subsidiaries. Neither United nor any of its Subsidiaries has any liability with respect to income, franchise or similar Taxes that accrued on or before the end of the most recent period covered by United's SEC Documents filed prior to the date hereof in excess of the amounts accrued with respect thereto that are reflected in the financial statements included in United's SEC Documents filed on or prior to the date hereof. As of the date hereof, neither United nor any 26 30 of its Subsidiaries has any reason to believe that any conditions exist that might prevent or impede the Merger from qualifying as a reorganization within the meaning of Section 368(a) of the Code. (p) Books and Records. The books and records of United and its Subsidiaries have been fully, properly and accurately maintained in all material respects, and there are no material inaccuracies or discrepancies of any kind contained or reflected therein, and they fairly present the substance of events and transactions included therein. (q) Insurance. United's Disclosure Schedule sets forth all of the insurance policies, binders, or bonds maintained by United or its Subsidiaries. United and its Subsidiaries are insured with insurers believed to be reputable against such risks and in such amounts as the management of United reasonably has determined to be prudent in accordance with industry practices. All such insurance policies are in full force and effect; United and its Subsidiaries are not in material default thereunder; and all claims thereunder have been filed in due and timely fashion. (r) Disclosure. The representations and warranties contained in this Section 6.04 do not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements and information contained in this Section 6.04, in light of the circumstances under which they are made, not misleading. (s) Representations and Warranties of United with Respect to Merger Sub. (i) Organization, Standing and Authority. The Merger Sub is or will be duly organized and is validly existing in good standing under the laws of the State of its organization, and is or will be duly qualified to do business and in good standing in the jurisdictions where its ownership or leasing of property or the conduct of its business requires it to be so qualified. The Merger Sub will have been organized for the purpose of the transactions contemplated by this Agreement, and no newly chartered Merger Sub will have previously conducted any business or incurred any liabilities. (ii) Power. The Merger Sub has the power and authority to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. (iii) Authority. This Agreement and the transactions contemplated hereby have been authorized by all requisite action on the part of the Merger Sub and its respective subsidiaries or members. This Agreement is a valid and legally binding agreement of the Merger Sub enforceable in accordance with its terms (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar laws of general applicability relating to or affecting creditors' rights or by general equity principles). ARTICLE VII COVENANTS 7.01 REASONABLE BEST EFFORTS. Subject to the terms and conditions of this Agreement, each of Century and United agrees to use its reasonable best efforts in good faith to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or desirable, or advisable under applicable laws, so as to permit consummation of the Merger as promptly as practicable and otherwise to enable 27 31 consummation of the transactions contemplated hereby and shall cooperate fully with the other party hereto to that end. 7.02 STOCKHOLDER APPROVALS. Century agrees to take, in accordance with applicable law or NASDAQ rules and its articles of incorporation and by-laws, all action necessary to convene an appropriate meeting of its stockholders to consider and vote upon the approval of this Agreement and any other matters required to be approved by Century's stockholders for consummation of the Merger (including any adjournment or postponement, the "Century Meeting"), as promptly as practicable after the Registration Statement is declared effective. The Century Board will recommend that the Century stockholders approve and adopt the Agreement and the transactions contemplated hereby, provided that the Century Board may fail to make such recommendation, or withdraw, modify or change any such recommendation, if the Century Board, after having consulted with and considered the advice of outside counsel, has determined that the making of such recommendation, or the failure to withdraw, modify or change such recommendation, would constitute a breach of the fiduciary duties of the members of the Century Board under applicable law. 7.03 REGISTRATION STATEMENT. (a) United agrees to prepare a registration statement on Form S-4 (the "Registration Statement") to be filed by United with the SEC in connection with the issuance of United Common Stock in the Merger (including the prospectus of United and proxy solicitation materials of Century constituting a part thereof (the "Proxy Statement") and all related documents). Century and United agree to cooperate, and to cause their respective Subsidiaries to cooperate, with the other and, its counsel and its accountants, in preparation of the Registration Statement and the Proxy Statement; and provided that Century and its Subsidiaries have cooperated as required above, United agrees to file the Registration Statement (including the Proxy Statement in preliminary form) with the SEC as promptly as reasonably practicable and in any event within seventy-five (75) days from the date of this Agreement. Each of Century and United agrees to use all reasonable efforts to cause the Registration Statement to be declared effective under the Securities Act as promptly as reasonably practicable after filing thereof. United also agrees to use all reasonable efforts to obtain, prior to the effective date of the Registration Statement, all necessary state securities law or "Blue Sky" permits and approvals required to carry out the transactions contemplated by this Agreement. Century agrees to furnish to United all information concerning Century, its Subsidiaries, officers, directors and stockholders as may be reasonably requested in connection with the foregoing. (b) Each of Century and United agrees, as to itself and its Subsidiaries, that none of the information supplied or to be supplied by it for inclusion or incorporation by reference in (i) the Registration Statement will, at the time the Registration Statement and each amendment or supplement thereto, if any, becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and (ii) the Proxy Statement and any amendment or supplement thereto will, at the date of mailing to stockholders and at the time of the Century Meeting, as the case may be, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading or any statement which, in the light of the circumstances under which such statement is made, will be false or misleading with respect to any material fact, or which will omit to state any material fact necessary in order to make the statements therein not false or misleading or necessary to correct any statement in any earlier statement in the Proxy Statement or any amendment or supplement thereto. Each of Century and United further agrees that if it shall become aware prior to the Effective Date of any information furnished by it that would cause any of the statements in the Proxy Statement to be false or misleading with respect to any material fact, or to omit to state any material fact necessary to make the statements therein not false or misleading, to promptly inform the other party thereof and to take the necessary steps to correct the Proxy Statement. 28 32 (c) United agrees to advise Century, promptly after United receives notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment has been filed, of the issuance of any stop order or the suspension of the qualification of United Stock for offering or sale in any jurisdiction, of the initiation or threat of any proceeding for any such purpose, or of any request by the SEC for the amendment or supplement of the Registration Statement or for additional information. 7.04 PRESS RELEASES. Each of Century and United agrees that it will not, without the prior approval of the other party, file any material pursuant to SEC Rules 165 or 425, or issue any press release or written statement for general circulation relating to the transactions contemplated hereby, except as otherwise required by applicable law or regulation or NASDAQ rules. 7.05 ACCESS; INFORMATION. (a) Each of Century and United agrees that upon reasonable notice and subject to applicable laws relating to the exchange of information, it shall afford the other party and the other party's officers, employees, counsel, accountants and other authorized representatives, such access during normal business hours throughout the period prior to the Effective Time to the books, records (including, without limitation, tax returns and work papers of independent auditors), properties, personnel and to such other information as any party may reasonably request and, during such period, it shall furnish promptly to such other party (i) a copy of each material report, schedule and other document filed by it pursuant to the requirements of federal or state securities or banking laws, and (ii) all other information concerning the business, properties and personnel of it as the other may reasonably request. (b) Each agrees that it will not, and will cause its representatives not to, use any information obtained pursuant to this Section 7.05 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) for any purpose unrelated to the consummation of the transactions contemplated by this Agreement. Subject to the requirements of law, each party will keep confidential, and will cause its representatives to keep confidential, all information and documents obtained pursuant to this Section 7.05 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) unless such information (i) was already known to such party, (ii) becomes available to such party from other sources not known by such party to be bound by a confidentiality obligation, (iii) is disclosed with the prior written approval of the party to which such information pertains or (iv) is or becomes readily ascertainable from published information or trade sources. In the event that this Agreement is terminated or the transactions contemplated by this Agreement shall otherwise fail to be consummated, each party shall promptly cause all copies of documents or extracts thereof containing information and data as to another party hereto to be returned to the party which furnished the same. No investigation by either party of the business and affairs of the other shall affect or be deemed to modify or waive any representation, warranty, covenant or agreement in this Agreement, or the conditions to either party's obligation to consummate the transactions contemplated by this Agreement. (c) During the period from the date of this Agreement to the Effective Time, each party shall promptly furnish the other with copies of all monthly and other interim financial statements produced in the ordinary course of business as the same shall become available. (d) The provisions of this Section 7.05 are in addition to, and not in lieu of, that certain letter agreement dated May 24, 2001 between the parties (the "Letter Agreement"), the terms of which are hereby specifically confirmed. 7.06 ACQUISITION PROPOSALS. Century agrees that it shall not, and shall cause its Subsidiaries and its Subsidiaries' officers, directors, agents, advisors and affiliates not to, solicit or encourage inquiries or 29 33 proposals with respect to, or engage in any negotiations concerning, or provide any confidential information to, any person relating to, any Acquisition Proposal. It shall immediately cease and cause to be terminated any activities, discussions or negotiations conducted prior to the date of this Agreement with any parties other than United with respect to any of the foregoing and shall use its reasonable best efforts to enforce any confidentiality or similar agreement relating to an Acquisition Proposal. 7.07. AFFILIATE AGREEMENTS. (a) Not later than the 15th day prior to the mailing of the Proxy Statement, Century shall deliver to United a schedule of each person that, to the best of its knowledge, is or is reasonably likely to be, as of the date of the Century Meeting, deemed to be an "affiliate" of Century (each, a "Century Affiliate") as that term is used in Rule 145 under the Securities Act. (b) Century shall use its reasonable best efforts to cause each person who may be deemed to be a Century Affiliate to execute and deliver to United on or before the date of mailing of the Proxy Statement an agreement in the form attached hereto as Exhibit B. 7.08 TAKEOVER LAWS. No party hereto shall take any action that would cause the transactions contemplated by this Agreement or the Stock Option Agreement to be subject to requirements imposed by any Takeover Law and each of them shall take all necessary steps within its control to exempt (or ensure the continued exemption of) the transactions contemplated by this Agreement from any applicable Takeover Law, as now or hereafter in effect. 7.09 CERTAIN POLICIES. Immediately prior to the Effective Date, Century shall, consistent with generally accepted accounting principles and on a basis mutually satisfactory to it and United, modify and change its loan, litigation and real estate valuation policies and practices (including loan classifications and levels of reserves) so as to be applied on a basis that is consistent with that of United; provided, however, that Century shall not be obligated to take any such action pursuant to this Section 7.09 unless and until United acknowledges that all conditions to its obligation to consummate the Merger have been satisfied and certifies to Century that United's representations and warranties, subject to Section 6.02, are true and correct as of such date and that United is otherwise material in compliance with this Agreement. Century's representations, warranties and covenants contained in this Agreement shall not be deemed to be untrue or breached in any respect for any purpose as a consequence of any modifications or changes undertaken solely on account of this Section 7.09. 7.10 REGULATORY APPLICATIONS. (a) United and Century and their respective Subsidiaries shall cooperate and use their respective reasonable best efforts to prepare all documentation, to effect all filings and to obtain all permits, consents, approvals and authorizations of all third parties and Governmental Authorities necessary to consummate the transactions contemplated by this Agreement. Each of United and Century shall have the right to review in advance, and to the extent practicable each will consult with the other, in each case subject to applicable laws relating to the exchange of information, with respect to, all material written information submitted to any third party or any Governmental Authority in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of the parties hereto agrees to act reasonably and as promptly as practicable. Each party hereto agrees that it will consult with the other party hereto with respect to the obtaining of all material permits, consents, approvals and authorizations of all third parties and Governmental Authorities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other party apprised of the status of material matters relating to completion of the transactions contemplated hereby. 30 34 (b) Each party agrees, upon request, to furnish the other party with all information concerning itself, its Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with any filing, notice or application made by or on behalf of such other party or any of its Subsidiaries to any third party or Governmental Authority. 7.11 INDEMNIFICATION. (a) Following the Effective Date and for a period of six years thereafter, United shall indemnify, defend and hold harmless the present directors, officers and employees of Century and its Subsidiaries (each, an "Indemnified Party") against all costs or expenses (including reasonable attorneys' fees), judgments, fines, losses, claims, damages or liabilities (collectively, "Costs") incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of actions or omissions occurring at or prior to the Effective Time (including, without limitation, the transactions contemplated by this Agreement) to the fullest extent that Century is permitted or required to indemnify (and advance expenses to) its directors and officers under the laws of the State of Delaware, the Century Certificate, the Century By-Laws and any agreement as in effect on the date hereof; provided that any determination required to be made with respect to whether an officer's, director's or employee's conduct complies with the standards set forth under Delaware law, the Century Certificate, the Century By-Laws and any agreement shall be made by independent counsel (which shall not be counsel that provides material services to United) selected by United and reasonably acceptable to such officer or director. (b) For a period of six (6) years from the Effective Time, United shall use its reasonable best efforts to provide that portion of director's and officer's liability insurance that serves to reimburse the present and former officers and directors of Century or any of its Subsidiaries (determined as of the Effective Time) (as opposed to Century) with respect to claims against such directors and officers arising from facts or events which occurred before the Effective Time, which insurance shall contain at least the same coverage and amounts, and contain terms and conditions no less advantageous, as that coverage currently provided by Century; provided, however, that in no event shall United be required to expend more than 200 percent of the current amount expended by Century (the "Insurance Amount") to maintain or procure such directors and officers insurance coverage; provided, further, that if United is unable to maintain or obtain the insurance called for by this Section 7.11(b), United shall use its reasonable best efforts to obtain as much comparable insurance as is available for the Insurance Amount; provided, further, that officers and directors of Century or any Subsidiary may be required to make application and provide customary representations and warranties to United's insurance carrier for the purpose of obtaining such insurance. (c) Any Indemnified Party wishing to claim indemnification under Section 7.11(a), upon learning of any claim, action, suit, proceeding or investigation described above, shall promptly notify United thereof; provided that the failure so to notify shall not affect the obligations of United under Section 7.11(a) unless and to the extent that United is actually prejudiced as a result of such failure. (d) If United or any of its successors or assigns shall consolidate with or merge into any other entity and shall not be the continuing or surviving entity of such consolidation or merger or shall transfer all or substantially all of its assets to any entity, then and in each case, proper provision shall be made so that the successors and assigns of United shall assume the obligations set forth in this Section 7.11. (e) The provisions of this Section 7.11 shall survive the Effective Time and are intended to be for the benefit of, and shall be enforceable by, each Indemnified Party and his or her heirs and representatives. 31 35 7.12 BENEFIT PLANS. It is the intention of United that within a reasonable period of time following the Effective Time (a) it will provide employees of Century with employee benefit plans substantially similar in the aggregate to those provided to similarly situated employees of United, (b) United shall cause any and all pre-existing condition limitations (to the extent such limitations did not apply to a pre-existing condition under the Compensation and Benefit Plans) and eligibility waiting periods under group health plans to be waived with respect to such participants and their eligible dependents, and (c) all Century employees will receive credit for years of service with Century and its predecessors prior to the Effective Time for purposes of eligibility and vesting under United's benefit plans. Century employees shall not be entitled to accrual of benefits or allocation of contributions under United's benefit plans based on years of service with Century and its predecessors prior to the Effective Date. United hereby adopts, confirms and agrees to honor, as of the Effective Time, the provisions of Century's Severance Policy with respect to the termination of employees within six months of the Effective Time, and agrees not to modify, amend or rescind such policy until after the expiration of six months from the Effective Time. 7.13 NOTIFICATION OF CERTAIN MATTERS. Each of Century and United shall give prompt notice to the other of any fact, event or circumstance known to it that (i) is reasonably likely, individually or taken together with all other facts, events and circumstances known to it, to result in any Material Adverse Effect with respect to it or (ii) would cause or constitute a material breach of any of its representations, warranties, covenants or agreements contained herein. 7.14 DIRECTORS AND OFFICERS. (a) United agrees to cause Joseph S. Bracewell, if he is still a member of the Century Board immediately prior to the Effective Time and willing and eligible to serve, to be elected or appointed as a director of United at the Effective Time. (b) United agrees to cause Joseph S. Bracewell and two (2) other members of the Century Board on the date hereof (selected by United after consultation with Century) who are members of the Century Board immediately prior to the Effective Time and willing and eligible to serve to be elected or appointed to serve on the board of directors of United Bank. United agrees to appoint Mr. Bracewell to serve as Vice Chairman of United Bank. (c) United acknowledges the unique and substantial contributions of Joseph S. Bracewell to the past growth of Century and the future success of the Merger, and confirms its intention to seek to obtain Mr. Bracewell's continued participation in the combined enterprise on a mutually agreeable basis. Century agrees to cooperate fully with United in seeking the continued participation of Mr. Bracewell and to encourage Mr. Bracewell to accept such an arrangement. 7.15 CURRENT PUBLIC INFORMATION. United agrees that it shall, for a period of three (3) years following the Effective Time, use its best efforts to meet the current public information requirements as set forth in paragraph (c) of Rule 144 promulgated under the Securities Act, and will provide those persons providing affiliate letters pursuant to Section 7.07 with such other information as they may reasonably require and to otherwise cooperate with such persons to facilitate any sales of United Common Stock issued to such persons pursuant to this Agreement in compliance with the provisions of Rule 144 and/or Rule 145 promulgated under the Securities Act. The provisions of this Section 7.15 shall survive the Effective Time and are intended to be for the benefit of, and shall be enforceable by, such affiliates of Century. 32 36 ARTICLE VIII CONDITIONS TO CONSUMMATION OF THE MERGER 8.01 CONDITIONS TO EACH PARTY'S OBLIGATION TO EFFECT THE MERGER. The respective obligation of each of United and Century to consummate the Merger is subject to the fulfillment or written waiver by United and Century prior to the Effective Time of each of the following conditions: (a) Stockholder Approval. This Agreement and Plan of Reorganization shall have been duly approved by the requisite vote of the stockholders of Century. (b) Regulatory Approvals. All regulatory approvals required to consummate the transactions contemplated hereby, shall have been obtained and shall remain in full force and effect and all statutory waiting periods in respect thereof shall have expired and no such approvals shall contain (i) any conditions, restrictions or requirements which the United Board reasonably determines in good faith would either before or after the Effective Time have a Material Adverse Effect on the Surviving Corporation and its Subsidiaries taken as a whole or (ii) any conditions, restrictions or requirements that are not customary and usual for approvals of such type and which the United Board reasonably determines in good faith would either before or after the Effective Date be unduly burdensome. (c) No Injunction. No Governmental Authority of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, judgment, decree, injunction or other order (whether temporary, preliminary or permanent) which is in effect and prohibits consummation of the transactions contemplated by this Agreement. (d) Registration Statement. The Registration Statement shall have become effective under the Securities Act and no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been initiated or threatened by the SEC. (e) Blue Sky Approvals. All permits and other authorizations under state securities laws necessary to consummate the transactions contemplated hereby and to issue the shares of United Common Stock to be issued in the Merger shall have been received and be in full force and effect. (f) Listing. To the extent required, the shares of United Common Stock to be issued in the Merger shall have been approved for listing on the NASDAQ National Market System, subject to official notice of issuance. 8.02 CONDITIONS TO OBLIGATION OF CENTURY. The obligation of Century to consummate the Merger is also subject to the fulfillment or written waiver by Century prior to the Effective Time of each of the following conditions: (a) Representations and Warranties. The representations and warranties of United set forth in this Agreement shall be true and correct, subject to Section 6.02, as of the date of this Agreement and as of the Effective Date as though made on and as of the Effective Date (except that representations and warranties that by their terms speak as of the date of this Agreement or some other date shall be true and correct as of such date), and Century shall have received a certificate, dated the Effective Date, signed on behalf of United by the Chief Executive Officer and the Chief Financial Officer of United to such effect. 33 37 (b) Performance of Obligations of United. United shall have performed in all material respects all obligations required to be performed by it under this Agreement at or prior to the Effective Time, and Century shall have received a certificate, dated the Effective Date, signed on behalf of United by the Chief Executive Officer and the Chief Financial Officer of United to such effect. (c) Opinion of Century's Counsel. Century shall have received an opinion of Bracewell & Patterson, L.L.P., counsel to Century, dated the Effective Date, to the effect that, on the basis of facts, representations and assumptions set forth in such opinion, (i) the Merger constitutes a "reorganization" within the meaning of Section 368 of the Code and (ii) no gain or loss will be recognized by stockholders of Century who receive shares of United Common Stock in exchange for shares of Century Common Stock, except that gain or loss may be recognized as to cash received as Merger Consideration and cash received in lieu of fractional share interests. In rendering its opinion, Bracewell & Patterson, L.L.P. may require and rely upon representations contained in letters from Century and others. 8.03 CONDITIONS TO OBLIGATION OF UNITED. The obligation of United to consummate the Merger is also subject to the fulfillment or written waiver by United prior to the Effective Time of each of the following conditions: (a) Representations and Warranties. The representations and warranties of Century set forth in this Agreement shall be true and correct, subject to Section 6.02, as of the date of this Agreement and as of the Effective Date as though made on and as of the Effective Date (except that representations and warranties that by their terms speak as of the date of this Agreement or some other date shall be true and correct as of such date) and United shall have received a certificate, dated the Effective Date, signed on behalf of Century by the Chief Executive Officer and the Chief Financial Officer of Century to such effect. (b) Performance of Obligations of Century. Century shall have performed in all material respects all obligations required to be performed by it under this Agreement at or prior to the Effective Time, and United shall have received a certificate, dated the Effective Date, signed on behalf of Century by the Chief Executive Officer and the Chief Financial Officer of Century to such effect. (c) Opinion of United's Counsel. United shall have received an opinion of Bowles Rice McDavid Graff & Love PLLC, special counsel to United, dated the Effective Date, to the effect that, on the basis of facts, representations and assumptions set forth in such opinion, the Merger constitutes a reorganization under Section 368 of the Code. In rendering its opinion, Bowles Rice McDavid Graff & Love PLLC may require and rely upon representations contained in letters from United and others. ARTICLE IX TERMINATION 9.01 TERMINATION. This Agreement may be terminated, and the Acquisition may be abandoned: (a) Mutual Consent. At any time prior to the Effective Time, by the mutual consent of United and Century, if the Board of Directors of each so determines by vote of a majority of the members of its entire Board. 34 38 (b) Breach. At any time prior to the Effective Time, by United or Century, if its Board of Directors so determines by vote of a majority of the members of its entire Board, in the event of either: (i) a breach by the other party of any representation or warranty contained herein (subject to the standard set forth in Section 6.02), which breach cannot be or has not been cured within 30 days after the giving of written notice to the breaching party of such breach; or (ii) a breach by the other party of any of the covenants or agreements contained herein, which breach cannot be or has not been cured within 30 days after the giving of written notice to the breaching party of such breach, provided that such breach (whether under (i) or (ii)) would be reasonably likely, individually or in the aggregate with other breaches, to result in a Material Adverse Effect. (c) Delay. At any time prior to the Effective Time, by United or Century, if its Board of Directors so determines by vote of a majority of the members of its entire Board, in the event that the Acquisition is not consummated by March 31, 2002, except to the extent that the failure of the Acquisition then to be consummated arises out of or results from the knowing action or inaction of the party seeking to terminate pursuant to this Section 8.01(c). (d) No Approval. By Century or United, if its Board of Directors so determines by a vote of a majority of the members of its entire Board, in the event (i) the approval of any Governmental Authority required for consummation of the Merger and the other transactions contemplated by this Agreement shall have been denied by final nonappealable action of such Governmental Authority or (ii) any stockholder approval required by Section 8.01(a) herein is not obtained at the Century Meeting. (e) Failure to Recommend, Etc. At any time prior to the Century Meeting, by United if the Century Board shall have failed to make its recommendation referred to in Section 7.02, withdrawn such recommendation or modified or changed such recommendation in a manner adverse in any respect to the interests of United. (f) Decline in United Common Stock Price. By Century, if the Century Board so determines by a vote of the majority of its entire board, at any time during the five-day period commencing with the Determination Date (as defined below) if the Average Closing Price is less than $18.45, subject, however, to the following three sentences. If Century elects to exercise its termination right pursuant to this Section 9.01(g), it shall give written notice to United (provided that such notice of election to terminate may be withdrawn at any time within the aforementioned five-day period). During the five-day period commencing with its receipt of such notice, United shall have the option to increase the consideration to be received by the holders of Century Common Stock hereunder, by increasing the Exchange Ratio from 0.4500 to a number (calculated to the nearest ten-thousandth) obtained by dividing $8.303 by the Average Closing Price, and increasing the Option Exchange Ratio from 0.5894 to a number (calculated to the nearest ten-thousandth) obtained by dividing $11.733 by the Average Closing Price. If United so elects within such five-day period, it shall give prompt written notice to Century of such election and the revised Exchange Ratio and Option Exchange Ratio, whereupon no termination shall have occurred pursuant to this Section 9.01(g) and this Agreement shall remain in effect in accordance with its terms (except as the Exchange Ratio and Option Exchange Ratio shall have been so modified.) For purposes of this Section 9.01(g), the following terms shall have the meanings indicated: "Average Closing Price" shall mean the average of the closing prices of a share of United Common Stock on the NASDAQ reporting system (as reported in The Wall Street JournaI, or if not reported therein, in another 35 39 authoritative source) during the period of twenty (20) consecutive full trading days ending on the trading day prior to the Determination Date, rounded to the nearest whole cent. "Determination Date" shall mean the date on which the last required approval of a Governmental Entity is obtained with respect to the Merger and the Bank Merger, without regard to any requisite waiting period in respect thereof. 9.02 EFFECT OF TERMINATION AND ABANDONMENT. In the event of termination of this Agreement and the abandonment of the Merger pursuant to this Article IX, no party to this Agreement shall have any liability or further obligation to any other party hereunder except (i) as set forth in Section 9.01 and (ii) that termination will not relieve a breaching party from liability for any willful breach of this Agreement giving rise to such termination. ARTICLE X MISCELLANEOUS 10.01 SURVIVAL. No representations, warranties, agreements and covenants contained in this Agreement shall survive the Effective Time (other than Sections 2.02(b), 7.11, 7.12, 7.14, 7.15 and this Article X which shall survive the Effective Time) or the termination of this Agreement if this Agreement is terminated prior to the Effective Time (other than Sections 7.03(b), 7.05(b), 9.02, the Letter Agreement and this Article X which shall survive such termination). 10.02 WAIVER; AMENDMENT. Prior to the Effective Time, any provision of this Agreement may be (i) waived by the party benefitted by the provision, or (ii) amended or modified at any time, by an agreement in writing between the parties hereto executed in the same manner as this Agreement, except that after the Century Meeting, this Agreement may not be amended if it would violate the DGCL. 10.03 COUNTERPARTS. This Agreement may be executed in one or more counterparts, each of which shall be deemed to constitute an original. 10.04 GOVERNING LAW. This Agreement shall be governed by, and interpreted in accordance with, the laws of the State of Delaware applicable to contracts made and to be performed entirely within such State (except to the extent that mandatory provisions of Federal law are applicable). 10.05 EXPENSES. Each party hereto will bear all expenses incurred by it in connection with this Agreement and the transactions contemplated hereby, except that printing expenses shall be shared equally between Century and United. 10.06 NOTICES. All notices, requests and other communications hereunder to a party shall be in writing and shall be deemed given if personally delivered, telecopied (with confirmation) or mailed by registered or certified mail (return receipt requested) to such party at its address set forth below or such other address as such party may specify by notice to the parties hereto. 36 40 If to Century, to: Century Bancshares, Inc. 1275 Pennsylvania Avenue, N. W. Washington, DC 20004 Facsimile: (202) 496-4006 Attn: Joseph S. Bracewell With a copy to: Bracewell & Patterson, L.L.P. 2900 South Tower Pennzoil Place Houston, Texas 77002 Facsimile: (713) 221-2112 Attn: John R. Brantley, Esq. If to United, to: United Bankshares, Inc. 514 Market Street Parkersburg, WV 26101 Attn: Richard M. Adams, Chairman of the Board and Chief Executive Officer Steven Wilson Chief Financial Officer With a copy to: Bowles Rice McDavid Graff & Love PLLC 600 Quarrier Street P. O. Box 1386 Charleston, West Virginia 25325-1386 Facsimile: (305) 343-3058 Attn: Sandra M. Murphy, Esq. 10.07 ENTIRE UNDERSTANDING; NO THIRD PARTY BENEFICIARIES. This Agreement and any Stock Option Agreement entered into represent the entire understanding of the parties hereto with reference to the transactions contemplated hereby and thereby and this Agreement supersedes any and all other oral or written agreements heretofore made (other than any such Stock Option Agreement). Except for Section 7.12, nothing in this Agreement expressed or implied, is intended to confer upon any person, other than the parties hereto or their respective successors, any rights, remedies, obligations or liabilities under or by reason of this Agreement. 10.08 INTERPRETATION; EFFECT. When a reference is made in this Agreement to Sections, Exhibits or Schedules, such reference shall be to a Section of, or Exhibit or Schedule to, this Agreement unless otherwise indicated. The table of contents and headings contained in this Agreement are for reference purposes only and are not part of this Agreement. Whenever the words "include," "includes" or "including" are used in this Agreement, they shall be deemed to be followed by the words "without limitation." No 37 41 provision of this Agreement shall be construed to require Century, United or any of their respective Subsidiaries, affiliates or directors to take any action which would violate applicable law (whether statutory or common law), rule or regulation. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed in counterparts by their duly authorized officers, all as of the day and year first above written. CENTURY BANCSHARES, INC. By: /s/ JOSEPH S. BRACEWELL -------------------------------------- Joseph S. Bracewell Title: President and Chief Executive Officer UNITED BANKSHARES, INC. By: /s/ RICHARD M. ADAMS ----------------------------------------- Richard M. Adams Title: Chairman of the Board and Chief Executive Officer 38 42 EXHIBIT A STOCK OPTION AGREEMENT THIS STOCK OPTION AGREEMENT, dated as of June 14, 2001, between United Bankshares, Inc., a West Virginia corporation ("Grantee"), and Century Bancshares, Inc., a Delaware corporation ("Issuer"). WITNESSETH: WHEREAS, Grantee and Issuer have entered into an Agreement and Plan of Reorganization (the "Merger Agreement"); WHEREAS, as a condition to the execution and delivery of the Merger Agreement, Grantee has required that Issuer grant to Grantee the Option (as hereinafter defined); WHEREAS, as an inducement to the willingness of Grantee to continue to pursue the transactions contemplated by the Merger Agreement, Issuer has determined to grant Grantee the Option (as hereinafter defined); and WHEREAS, the Board of Directors of Issuer has approved the grant of the Option and the Merger Agreement on or prior to the date hereof; NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements set forth herein and in the Merger Agreement, the parties hereto agree as follows: 1. (a) Issuer hereby grants to Grantee an unconditional, irrevocable option (the "Option") to purchase, subject to the terms hereof, up to an aggregate of 644,143 fully paid and nonassessable shares of the common stock, par value $1.00 per share, of Issuer ("Common Stock") at a price per share equal to the $12.00; provided, however, that in the event Issuer issues or agrees to issue any shares of Common Stock (other than shares of Common Stock issued pursuant to stock options granted pursuant to any employee benefit plan prior to the date hereof) at a price less than $12.00 per share (as adjusted pursuant to subsection (b) of Section 5), such price shall be equal to such lesser price (such price, as adjusted if applicable, the "Option Price"); provided, further, that in no event shall the number of shares for which this Option is exercisable exceed 14.9% of the issued and outstanding shares of Common Stock without giving effect to any shares subject or issued pursuant to the Option. The number of shares of Common Stock that may be received upon the exercise of the Option and the Option Price are subject to adjustment as herein set forth. (b) In the event that any additional shares of Common Stock are issued or otherwise become outstanding after the date of this Agreement (other than pursuant to this Agreement and other than pursuant to an event described in Section 5(a) hereof), the number of shares of Common Stock subject to the Option shall be increased so that, after such issuance, such number together with any shares of Common Stock previously issued pursuant hereto, equals 14.9% of the number of shares of Common Stock then issued and outstanding without giving effect to any shares subject or issued pursuant to the Option. Nothing contained in this Section l(b) or elsewhere in this Agreement shall be deemed to authorize Issuer to issue shares in breach any provision of the Merger Agreement. 43 2. (a) The Holder (as hereinafter defined) may exercise the Option, in whole or part, if, but only if, both an Initial Triggering Event (as hereinafter defined) and a Subsequent Triggering Event (as hereinafter defined) shall have occurred prior to the occurrence of an Exercise Termination Event (as hereinafter defined); provided that the Holder shall have sent the written notice of such exercise (as provided in subsection (e) of this Section 2) within three (3) months following such Subsequent Triggering Event (or such later period as provided in Section 10). Each of the following shall be an Exercise Termination Event: (i) the Effective Time of the Merger; (ii) termination of the Merger Agreement in accordance with the provisions thereof if such termination occurs prior to the occurrence of an Initial Triggering Event except a termination by Grantee pursuant to Section 9.01(b) (but only if the breach giving rise to the termination was willful) or section 9.01(e) of the Merger Agreement (each, a "Listed Termination"); or (iii) the passage of six (6) months (or such longer period as provided in Section 10) after termination of the Merger Agreement if such termination follows the occurrence of an Initial Triggering Event or is a Listed Termination. The term "Holder" shall mean the holder or holders of the Option. Notwithstanding anything to the contrary contained herein, (i) the Option may not be exercised at any time when Grantee shall be in material breach of any of its covenants or agreements contained in the Merger Agreement such that Issuer shall be entitled to terminate the Merger Agreement pursuant to Section 9.01(b) thereof as a result of a material breach and (ii) this Agreement shall automatically terminate upon the proper termination of the Merger Agreement (x) by Issuer pursuant to Section 9.01(b) thereof as a result of the material breach by Grantee of its covenants or agreements contained in the Merger Agreement, (y) by Issuer or Grantee pursuant to Section 9.01(d)(ii) if Grantee's shareholders do not approve the Merger Agreement at the meeting, or (z) by Issuer or Grantee pursuant to Section 9.01(d)(i). (b) The term "Initial Triggering Event" shall mean any of the following events or transactions occurring on or after the date hereof: (i) Issuer or any Significant Subsidiary (as defined in Rule 1-02 of Regulation S-X promulgated by the Securities and Exchange Commission (the "SEC")) (an "Issuer Subsidiary"), without having received Grantee's prior written consent, shall have entered into an agreement to engage in an Acquisition Transaction (as hereinafter defined) with any person (the term "person" for purposes of this Agreement having the meaning assigned thereto in Sections 3(a)(9) and 13(d)(3) of the Securities Exchange Act of 1934, as amended (the "1934 Act"), and the rules and regulations thereunder) other than Grantee or any of its Subsidiaries (each a "Grantee Subsidiary") or the Board of Directors of Issuer (the "Issuer Board") shall have recommended that the shareholders of Issuer approve or accept any Acquisition Transaction other than as contemplated by the Merger Agreement. For purposes of this Agreement, (a) "Acquisition Transaction" shall mean (x) a merger or consolidation, or any similar transaction, involving Issuer or any Issuer Subsidiary (other than mergers, consolidations or similar transactions (i) involving solely Issuer and/or one or more wholly-owned (except for directors' qualifying shares and a de minimis number of other shares) Subsidiaries of the Issuer, provided, any such transaction is not entered into in violation of the terms of the Merger Agreement or (ii) in which the shareholders of Issuer immediately prior to the completion of such transaction own at least 50% of the Common Stock of the Issuer (or the resulting or surviving entity in such transaction) immediately after completion of such transaction, provided any such transaction is not entered into in violation of the terms of the Merger Agreement), (y) a purchase, lease or other acquisition of all or any substantial part of the assets or deposits of Issuer or A-2 44 any Issuer Subsidiary, or (z) a purchase or other acquisition (including by way of merger, consolidation, share exchange or otherwise) of securities representing 10% or more of the voting power of Issuer or any Issuer Subsidiary and (b) "Subsidiary" shall have the meaning set forth in Rule 12b-2 under the 1934 Act; (ii) Any person other than the Grantee or any Grantee Subsidiary shall have acquired beneficial ownership or the right to acquire beneficial ownership of 10% or more of the outstanding shares of Common Stock (the term "beneficial ownership" for purposes of this Agreement having the meaning assigned thereto in Section 13(d) of the 1934 Act, and the rules and regulations thereunder); (iii) The shareholders of Issuer shall have voted and failed to approve the Merger Agreement and the Merger at a meeting which has been held for that purpose or any adjournment or postponement thereof, or such meeting shall not have been held in violation of the Merger Agreement or shall have been cancelled prior to termination of the Merger Agreement if, in each such case prior to such meeting (or if such meeting shall not have been held or shall have been cancelled, prior to such termination), it shall have been publicly announced that any person (other than Grantee or any of its Subsidiaries) shall have made, or publicly disclosed an intention to make, a proposal to engage in an Acquisition Transaction; (iv) The Issuer Board shall have withdrawn or modified (or publicly announced its intention to withdraw or modify) in any manner adverse in any respect to Grantee its recommendation that the shareholders of Issuer approve the transactions contemplated by the Merger Agreement, or Issuer or any Issuer Subsidiary shall have authorized, recommended, proposed (or publicly announced its intention to authorize, recommend or propose) an agreement to engage in an Acquisition Transaction with any person other than Grantee or a Grantee Subsidiary; (v) Any person other than Grantee or any Grantee Subsidiary shall have made a proposal to Issuer or its shareholders to engage in an Acquisition Transaction and such proposal shall have been publicly announced; (vi) Any person other than Grantee or any Grantee Subsidiary shall have filed with the SEC a registration statement or tender offer materials with respect to a potential exchange or tender offer that would constitute an Acquisition Transaction (or filed a preliminary proxy statement with the SEC with respect to a potential vote by its shareholders to approve the issuance of shares to be offered in such an exchange offer); (vii) Issuer shall have willfully breached any covenant or obligation contained in the Merger Agreement in anticipation of engaging in an Acquisition Transaction, and following such breach Grantee would be entitled to terminate the Merger Agreement (whether immediately or after the giving of notice or passage of time or both); or A-3 45 (viii) Any person other than Grantee or any Grantee Subsidiary shall have filed an application or notice with the Board of Governors of the Federal Reserve System (the "Federal Reserve Board") or other federal or state bank regulatory or antitrust authority, which application or notice has been accepted for processing, for approval to engage in an Acquisition Transaction. (c) The term "Subsequent Triggering Event" shall mean any of the following events or transactions occurring after the date hereof: (i) The acquisition by any person (other than Grantee or any Grantee Subsidiary) of beneficial ownership of 25% or more of the then outstanding Common Stock; or (ii) The occurrence of the Initial Triggering Event described in clause (i) of subsection (b) of this Section 2, except that the percentage referred to in clause (z) of the second sentence thereof shall be 25%. (d) Issuer shall notify Grantee promptly in writing of the occurrence of any Initial Triggering Event or Subsequent Triggering Event (together, a "Triggering Event"), it being understood that the giving of such notice by Issuer shall not be a condition to the right of the Holder to exercise the Option. (e) In the event the Holder is entitled to and wishes to exercise the Option (or any portion thereof), it shall send to Issuer a written notice (the date of which being herein referred to as the "Notice Date") specifying (i) the total number of shares it will purchase pursuant to such exercise and (ii) a place and date not earlier than three business days nor later than 60 business days from the Notice Date for the closing of such purchase (the "Closing Date"); provided, that if prior notification to or approval of the Federal Reserve Board or any other regulatory or antitrust agency is required in connection with such purchase, the Holder shall promptly file the required notice or application for approval, shall promptly notify Issuer of such filing, and shall expeditiously process the same and the period of time that otherwise would run pursuant to this sentence shall run instead from the date on which any required notification periods have expired or been terminated or such approvals have been obtained and any requisite waiting period or periods shall have passed. Any exercise of the Option shall be deemed to occur on the Notice Date relating thereto. (f) At the closing referred to in subsection (e) of this Section 2, the Holder shall (i) pay to Issuer the aggregate purchase price for the shares of Common Stock purchased pursuant to the exercise of the Option in immediately available funds by wire transfer to a bank account designated by Issuer and (ii) present and surrender this Agreement to Issuer at its principal executive offices, provided that the failure or refusal of the Issuer to designate such a bank account or accept surrender of this Agreement shall not preclude the Holder from exercising the Option. (g) At such closing, simultaneously with the delivery of immediately available funds as provided in subsection (f) of this Section 2, Issuer shall deliver to the Holder a certificate or certificates representing the number of shares of Common Stock purchased by the Holder and, if the Option should be exercised in part only, a new Option evidencing the rights of the Holder thereof to purchase the balance of the shares purchasable hereunder. (h) Certificates for Common Stock delivered at a closing hereunder may be endorsed with a restrictive legend that shall read substantially as follows: A-4 46 "The transfer of the shares represented by this certificate is subject to certain provisions of an agreement, dated as of June 14, 2001, between the registered holder hereof and Issuer and to resale restrictions arising under the Securities Act of 1933, as amended. A copy of such agreement is on file at the principal office of Issuer and will be provided to the holder hereof without charge upon receipt by Issuer of a written request therefor." It is understood and agreed that: (i) the reference to the resale restrictions of the Securities Act of 1933, as amended (the "1933 Act") in the above legend shall be removed by delivery of substitute certificate(s) without such reference if the Holder shall have delivered to Issuer a copy of a letter from the staff of the SEC, or an opinion of counsel, in form and substance reasonably satisfactory to Issuer, to the effect that such legend is not required for purposes of the 1933 Act; (ii) the reference to the provisions of this Agreement in the above legend shall be removed by delivery of substitute certificate(s) without such reference if the shares have been sold or transferred in compliance with the provisions of this Agreement and under circumstances that do not require the retention of such reference in the opinion of Counsel to the Holder; and (iii) the legend shall be removed in its entirety if the conditions in the preceding clauses (i) and (ii) are both satisfied. In addition, such certificates shall bear any other legend as may be required by law. (i) Upon the giving by the Holder to Issuer of the written notice of exercise of the Option provided for under subsection (e) of this Section 2 and the tender of the applicable purchase price in immediately available funds, the Holder shall be deemed subject to the receipt of any necessary regulatory approvals to be the holder of record of the shares of Common Stock issuable upon such exercise, notwithstanding that the stock transfer books of Issuer shall then be closed or that certificates representing such shares of Common Stock shall not then be actually delivered to the Holder. Issuer shall pay all expenses, and any and all United States federal, state and local taxes and other charges that may be payable in connection with the preparation, issue and delivery of stock certificates under this Section 2 in the name of the Holder or its assignee, transferee or designee. 3. Issuer agrees: (i) that it shall at all times maintain, free from preemptive rights, sufficient authorized but unissued or treasury shares of Common Stock so that the Option may be exercised without additional authorization of Common Stock after giving effect to all other options, warrants, convertible securities and other rights to purchase Common Stock; (ii) that it will not, by charter amendment or through reorganization, consolidation, merger, dissolution or sale of assets, or by any other voluntary act, avoid or seek to avoid the observance or performance of any of the covenants, stipulations or conditions to be observed or performed hereunder by Issuer; (iii) promptly to take all action as may from time to time be required (including (x) complying with all applicable pre-merger notification, reporting and waiting period requirements specified in 15 U.S.C. Section 18a and regulations promulgated thereunder and (y) in the event, under the Bank Holding Company Act of 1956, as amended (the "BHCA"), or the Change in Bank Control Act of 1978, as amended, or any state or other federal banking law, prior approval of or notice to the Federal Reserve Board or to any state or other federal regulatory authority is necessary before the Option may be exercised, cooperating fully with the Holder in preparing such applications or notices and providing such information to the Federal Reserve Board or such state or other federal regulatory authority as they may require) in order to permit the Holder to exercise the Option and Issuer duly and effectively to issue shares of Common Stock pursuant hereto; and (iv) promptly to take all action provided herein to protect the rights of the Holder against dilution. 4. This Agreement (and the Option granted hereby) are exchangeable, without expense, at the option of the Holder, upon presentation and surrender of this Agreement at the principal office of A-5 47 Issuer, for other Agreements providing for Options of different denominations entitling the holder thereof to purchase, on the same terms and subject to the same conditions as are set forth herein, in the aggregate the same number of shares of Common Stock purchasable hereunder. The terms "Agreement" and "Option" as used herein include any Agreements and related Options for which this Agreement (and the Option granted hereby) may be exchanged. Upon receipt by Issuer of evidence reasonably satisfactory to it of the loss, theft, destruction or mutilation of this Agreement, and (in the case of loss, theft or destruction) of reasonably satisfactory indemnification, and upon surrender and cancellation of this Agreement, if mutilated, Issuer will execute and deliver a new Agreement of like tenor and date. Any such new Agreement executed and delivered shall constitute an additional contractual obligation on the part of Issuer, whether or not the Agreement so lost, stolen, destroyed or mutilated shall at any time be enforceable by anyone. 5. In addition to the adjustment in the number of shares of Common Stock that are purchasable upon exercise of the Option pursuant to Section 1 of this Agreement, the number of shares of Common Stock purchasable upon the exercise of the Option and the Option Price shall be subject to adjustment from time to time as provided in this Section 5. (a) In the event of any change in, or distributions in respect of, the Common Stock by reason of stock dividends, split-ups, mergers, recapitalizations, combinations, subdivisions, conversions, exchanges of shares or the like, the type and number of shares of Common Stock purchasable upon exercise hereof shall be appropriately adjusted and proper provision shall be made so that, in the event that any additional shares of Common Stock are to be issued or otherwise become outstanding as a result of any such change (other than pursuant to an exercise of the Option), the number of shares of Common Stock that remain subject to the Option shall be increased so that, after such issuance and together with shares of Common Stock previously issued pursuant to the exercise of the Option (as adjusted on account of any of the foregoing changes in the Common Stock), it equals 14.9% of the number of shares of Common Stock then issued and outstanding. (b) Whenever the number of shares of Common Stock purchasable upon exercise hereof is adjusted as provided in this Section 5, the Option Price shall be adjusted by multiplying the Option Price by a fraction, the numerator of which shall be equal to the number of shares of Common Stock purchasable prior to the adjustment and the denominator of which shall be equal to the number of shares of Common Stock purchasable after the adjustment. 6. Upon the occurrence of a Subsequent Triggering Event that occurs prior to an Exercise Termination Event, Issuer shall, at the request of Grantee delivered within twelve (12) months (or such later period as provided in Section 10) of such Subsequent Triggering Event (whether on its own behalf or on behalf of any subsequent holder of this Option (or part thereof) or any of the shares of Common Stock issued pursuant hereto), promptly prepare, file and keep current a registration statement under the 1933 Act covering any shares issued and issuable pursuant to this Option and shall use its reasonable best efforts to cause such registration statement to become effective and remain current in order to permit the sale or other disposition of any shares of Common Stock issued upon total or partial exercise of this Option ("Option Shares") in accordance with any plan of disposition requested by Grantee. Issuer will use its reasonable best efforts to cause such registration statement promptly to become effective and then to remain effective for such period not in excess of 180 days from the day such registration statement first becomes effective or such shorter time as may be reasonably necessary to effect such sales or other dispositions. Grantee shall have the right to demand one such registration. The Issuer shall bear the costs of such registration (including, but not limited to, Issuer's attorneys' fees, printing costs and filing fees, but excluding underwriting discounts or commissions, brokers' fees and the fees and disbursements of Grantee's counsel related thereto). The A-6 48 foregoing notwithstanding, if, at the time of any request by Grantee for registration of Option Shares as provided above, Issuer is in registration with respect to an underwritten public offering by Issuer of shares of Common Stock, and if in the good faith judgment of the managing underwriter or managing underwriters, or, if none, the sole underwriter or underwriters, of such offering the offer and sale of the Option Shares would interfere with the successful marketing of the shares of Common Stock offered by Issuer, the number of Option Shares otherwise to be covered in the registration statement contemplated hereby may be reduced; provided, however, that after any such required reduction the number of Option Shares to be included in such offering for the account of the Holder shall constitute at least 25% of the total number of shares to be sold by the Holder and Issuer in the aggregate; and provided further, however, that if such reduction occurs, then Issuer shall file a registration statement for the balance as promptly as practicable thereafter as to which no reduction pursuant to this Section 6 shall be permitted or occur and the Holder shall thereafter be entitled to one additional registration and the twelve (12) month period referred to in the first sentence of this section shall be increased to twenty-four (24) months. Each such Holder shall provide all information reasonably requested by Issuer for inclusion in any registration statement to be filed hereunder. If requested by any such Holder in connection with such registration, Issuer shall become a party to any underwriting agreement relating to the sale of such shares, but only to the extent of obligating itself in respect of representations, warranties, indemnities and other agreements customarily included in such underwriting agreements for Issuer. Upon receiving any request under this Section 6 from any Holder, Issuer agrees to send a copy thereof to any other person known to Issuer to be entitled to registration rights under this Section 6, in each case by promptly mailing the same, postage prepaid, to the address of record of the persons entitled to receive such copies. Notwithstanding anything to the contrary contained herein, in no event shall the number of registrations that Issuer is obligated to effect be increased by reason of the fact that there shall be more than one Holder as a result of any assignment or division of this Agreement. 7. (a) At any time after the occurrence of a Repurchase Event (as defined below) (i) at the request of the Holder, delivered prior to an Exercise Termination Event (or such later period as provided in Section 10), Issuer (or any successor thereto) shall repurchase the Option from the Holder at a price (the "Option Repurchase Price") equal to the amount by which (A) the market/offer price (as defined below) exceeds (B) the Option Price, multiplied by the number of shares for which this Option may then be exercised and (ii) at the request of the owner of Option Shares from time to time (the "Owner"), delivered prior to an Exercise Termination Event (or such later period as provided in Section 10), Issuer (or any successor thereto) shall repurchase such number of the Option Shares from the Owner as the Owner shall designate at a price (the "Option Share Repurchase Price") equal to the market/offer price multiplied by the number of Option Shares so designated. The term "market/offer price" shall mean the highest of (i) the price per share of Common Stock at which a tender or exchange offer therefor has been made, (ii) the price per share of Common Stock to be paid by any third party pursuant to an agreement with Issuer, (iii) the highest closing price for shares of Common Stock within the six-month period immediately preceding the date the Holder gives notice of the required repurchase of this Option or the Owner gives notice of the required repurchase of Option Shares, as the case may be, or (iv) in the event of a sale of all or any substantial part of Issuer's assets or deposits, the sum of the net price paid in such sale for such assets or deposits and the current market value of the remaining net assets of Issuer as determined by a nationally recognized investment banking firm selected by the Holder or the Owner, as the case may be, and reasonably acceptable to Issuer, divided by the number of shares of Common Stock of Issuer outstanding at the time of such sale. In determining the market/offer price, the value of consideration other than cash shall be determined by a nationally recognized investment banking firm selected by the Holder or Owner, as the case may be, and reasonably acceptable to Issuer. A-7 49 (b) The Holder and the Owner, as the case may be, may exercise its right to require Issuer to repurchase the Option and any Option Shares pursuant to this Section 7 by surrendering for such purpose to Issuer, at its principal office, a copy of this Agreement or certificates for Option Shares, as applicable, accompanied by a written notice or notices stating that the Holder or the Owner, as the case may be, elects to require Issuer to repurchase this Option and/or the Option Shares in accordance with the provisions of this Section 7. As promptly as practicable, and in any event within five business days after the surrender of the Option and/or certificates representing Option Shares and the receipt of such notice or notices relating thereto, Issuer shall deliver or cause to be delivered to the Holder the Option Repurchase Price and/or to the Owner the Option Share Repurchase Price therefor or the portion thereof that Issuer is not then prohibited under applicable law and regulation from so delivering. (c) To the extent that Issuer is prohibited under applicable law or regulation, or as a consequence of administrative policy, from repurchasing the Option and/or the Option Shares in full, Issuer shall immediately so notify the Holder and/or the Owner and thereafter deliver or cause to be delivered, from time to time, to the Holder and/or the Owner, as appropriate, the portion of the Option Repurchase Price and the Option Share Repurchase Price, respectively, that it is no longer prohibited from delivering, within five business days after the date on which Issuer is no longer so prohibited; provided, however, that if Issuer at any time after delivery of a notice of repurchase pursuant to paragraph (b) of this Section 7 is prohibited under applicable law or regulation, or as a consequence of administrative policy, from delivering to the Holder and/or the Owner, as appropriate, the Option Repurchase Price and the Option Share Repurchase Price, respectively, in full (and Issuer hereby undertakes to use its reasonable best efforts to obtain all required regulatory and legal approvals and to file any required notices as promptly as practicable in order to accomplish such repurchase), the Holder or Owner may revoke its notice of repurchase of the Option and/or the Option Shares whether in whole or to the extent of the prohibition, whereupon, in the latter case, Issuer shall promptly (i) deliver to the Holder and/or the Owner, as appropriate, that portion of the Option Repurchase Price and/or the Option Share Repurchase Price that Issuer is not prohibited from delivering; and (ii) deliver, as appropriate, either (A) to the Holder, a new Agreement evidencing the right of the Holder to purchase that number of shares of Common Stock obtained by multiplying the number of shares of Common Stock for which the surrendered Agreement was exercisable at the time of delivery of the notice of repurchase by a fraction, the numerator of which is the Option Repurchase Price less the portion thereof theretofore delivered to the Holder and the denominator of which is the Option Repurchase Price, and/or (B) to the Owner, a certificate for the Option Shares it is then so prohibited from repurchasing. If an Exercise Termination Event shall have occurred prior to the date of the notice by Issuer described in the first sentence of this subsection (c), or shall be scheduled to occur at any time before the expiration of a period ending on the thirtieth day after such date, the Holder shall nonetheless have the right to exercise the Option until the expiration of such 30-day period. (d) For purposes of this Section 7, a "Repurchase Event" shall be deemed to have occurred upon the occurrence of any of the following events or transactions after the date hereof: (i) the acquisition by any person (other than Grantee or any Grantee Subsidiary) of beneficial ownership of 50% or more of the then outstanding Common Stock; or (ii) the consummation of any Acquisition Transaction described in Section 2(b) (i) hereof, except that the percentage referred to in clause (z) shall be 50%. A-8 50 8. (a) In the event that prior to an Exercise Termination Event, Issuer shall enter into an agreement (i) to consolidate with or merge into any person, other than Grantee or a Grantee Subsidiary, or engage in a plan of exchange with any person, other than Grantee or a Grantee Subsidiary and Issuer shall not be the continuing or surviving corporation of such consolidation or merger or the acquirer in such plan of exchange, (ii) to permit any person, other than Grantee or a Grantee Subsidiary, to merge into Issuer or be acquired by Issuer in a plan of exchange and Issuer shall be the continuing or surviving or acquiring corporation, but, in connection with such merger or plan of exchange, the then outstanding shares of Common Stock shall be changed into or exchanged for stock or other securities of any other person or cash or any other property or the then outstanding shares of Common Stock shall after such merger or plan of exchange represent less than 50% of the outstanding shares and share equivalents of the merged or acquiring company, or (iii) to sell or otherwise transfer all or a substantial part of its or the Issuer Subsidiary's assets or deposits to any person, other than Grantee or a Grantee Subsidiary, then, and in each such case, the agreement governing such transaction shall make proper provision so that the Option shall, upon the consummation of any such transaction and upon the terms and conditions set forth herein, be converted into, or exchanged for, an option (the "Substitute Option"), at the election of the Holder, of either (A) the Acquiring Corporation (as hereinafter defined) or (B) any person that controls the Acquiring Corporation. (b) The following terms have the meanings indicated: (i) "Acquiring Corporation" shall mean (i) the continuing or surviving person of a consolidation or merger with Issuer (if other than Issuer), (ii) the acquiring person in a plan of exchange in which Issuer is acquired, (iii) the Issuer in a merger or plan of exchange in which Issuer is the continuing or surviving or acquiring person, and (iv) the transferee of all or a substantial part of Issuer's assets or deposits (or the assets or deposits of the Issuer Subsidiary). (ii) "Substitute Common Stock" shall mean the common stock issued by the issuer of the Substitute Option upon exercise of the Substitute Option. (iii) "Assigned Value" shall mean the market/offer price, as defined in Section 7. (iv) "Average Price" shall mean the average closing price of a share of the Substitute Common Stock for one year immediately preceding the consolidation, merger or sale in question, but in no event higher than the closing price of the shares of Substitute Common Stock on the day preceding such consolidation, merger or sale; provided that if Issuer is the issuer of the Substitute Option, the Average Price shall be computed with respect to a share of common stock issued by the person merging into Issuer or by any company which controls or is controlled by such person, as the Holder may elect. (c) The Substitute Option shall have the same terms as the Option, provided that if the terms of the Substitute Option cannot, for legal reasons, be the same as the Option, such terms shall be as similar as possible and in no event less advantageous to the Holder. The issuer of the Substitute Option shall also enter into an agreement with the then Holder or Holders of the Substitute Option in substantially A-9 51 the same form as this Agreement (after giving effect for such purpose to the provisions of Section 9), which agreement shall be applicable to the Substitute Option. (d) The Substitute Option shall be exercisable for such number of shares of Substitute Common Stock as is equal to the Assigned Value multiplied by the number of shares of Common Stock for which the Option was exercisable immediately prior to the event described in the first sentence of Section 8(a), divided by the Average Price. The exercise price of the Substitute Option per share of Substitute Common Stock shall then be equal to the Option Price multiplied by a fraction, the numerator of which shall be the number of shares of Common Stock for which the Option was exercisable immediately prior to the event described in the first sentence of Section 8(a) and the denominator of which shall be the number of shares of Substitute Common Stock for which the Substitute Option is exercisable. (e) In no event, pursuant to any of the foregoing paragraphs, shall the Substitute Option be exercisable for more than 14.9% of the shares of Substitute Common Stock outstanding prior to exercise of the Substitute Option. In the event that the Substitute Option would be exercisable for more than 14.9% of the shares of Substitute Common Stock outstanding prior to exercise but for this clause (e), the issuer of the Substitute Option (the "Substitute Option Issuer") shall make a cash payment to Holder equal to the excess of (i) the value of the Substitute Option without giving effect to the limitation in this clause (e) over (ii) the value of the Substitute Option after giving effect to the limitation in this clause (e). This difference in value shall be determined by a nationally recognized investment banking firm selected by the Holder. (f) Issuer shall not enter into any transaction described in subsection (a) of this Section 8 unless the Acquiring Corporation and any person that controls the Acquiring Corporation assume in writing all the obligations of Issuer hereunder. 9. (a) At the request of the holder of the Substitute Option (the "Substitute Option Holder"), the issuer of the Substitute Option (the "Substitute Option Issuer") shall repurchase the Substitute Option from the Substitute Option Holder at a price (the "Substitute Option Repurchase Price") equal to the amount by which (i) the Highest Closing Price (as hereinafter defined) exceeds (ii) the exercise price of the Substitute Option, multiplied by the number of shares of Substitute Common Stock for which the Substitute Option may then be exercised, and at the request of the owner (the "Substitute Share Owner") of shares of Substitute Common Stock (the "Substitute Shares"), the Substitute Option Issuer shall repurchase the Substitute Shares at a price (the "Substitute Share Repurchase Price") equal to the Highest Closing Price multiplied by the number of Substitute Shares so designated. The term "Highest Closing Price" shall mean the highest closing price for shares of Substitute Common Stock within the six-month period immediately preceding the date the Substitute Option Holder gives notice of the required repurchase of the Substitute Option or the Substitute Share Owner gives notice of the required repurchase of the Substitute Shares, as applicable. (b) The Substitute Option Holder and the Substitute Share Owner, as the case may be, may exercise its respective rights to require the Substitute Option Issuer to repurchase the Substitute Option and the Substitute Shares pursuant to this Section 9 by surrendering for such purpose to the Substitute Option Issuer, at its principal office, the agreement for such Substitute Option (or, in the absence of such an agreement, a copy of this Agreement) and/or certificates for Substitute Shares accompanied by a written notice or notices stating that the Substitute Option Holder or the Substitute Share Owner, as the case may be, elects to require the Substitute Option Issuer to repurchase the Substitute Option and/or the Substitute Shares in accordance with the provisions of this Section 9. As promptly as practicable and in any event A-10 52 within five business days after the surrender of the Substitute Option and/or certificates representing Substitute Shares and the receipt of such notice or notices relating thereto, the Substitute Option Issuer shall deliver or cause to be delivered to the Substitute Option Holder the Substitute Option Repurchase Price and/or to the Substitute Share Owner the Substitute Share Repurchase Price therefor or the portion thereof which the Substitute Option Issuer is not then prohibited under applicable law and regulation from so delivering. (c) To the extent that the Substitute Option Issuer is prohibited under applicable law or regulation, or as a consequence of administrative policy, from repurchasing the Substitute Option and/or the Substitute Shares in part or in full, the Substitute Option Issuer shall immediately so notify the Substitute Option Holder and/or the Substitute Share Owner and thereafter deliver or cause to be delivered, from time to time, to the Substitute Option Holder and/or the Substitute Share Owner, as appropriate, the portion of the Substitute Option Repurchase Price and/or the Substitute Share Repurchase Price, respectively, which it is no longer prohibited from delivering, within five (5) business days after the date on which the Substitute Option Issuer is no longer so prohibited; provided, however, that if the Substitute Option Issuer is at any time after delivery of a notice of repurchase pursuant to subsection (b) of this Section 9 prohibited under applicable law or regulation, or as a consequence of administrative policy, from delivering to the Substitute Option Holder and/or the Substitute Share Owner, as appropriate, the Substitute Option Repurchase Price and the Substitute Share Repurchase Price, respectively, in full (and the Substitute Option Issuer shall use its reasonable best efforts to receive all required regulatory and legal approvals as promptly as practicable in order to accomplish such repurchase), the Substitute Option Holder and/or Substitute Share Owner may revoke its notice of repurchase of the Substitute Option or the Substitute Shares either in whole or to the extent of prohibition, whereupon, in the latter case, the Substitute Option Issuer shall promptly (i) deliver to the Substitute Option Holder or Substitute Share Owner, as appropriate, that portion of the Substitute Option Repurchase Price or the Substitute Share Repurchase Price that the Substitute Option Issuer is not prohibited from delivering; and (ii) deliver, as appropriate, either (A) to the Substitute Option Holder, a new Substitute Option evidencing the right of the Substitute Option Holder to purchase that number of shares of the Substitute Common Stock obtained by multiplying the number of shares of the Substitute Common Stock for which the surrendered Substitute Option was exercisable at the time of delivery of the notice of repurchase by a fraction, the numerator of which is the Substitute Option Repurchase Price less the portion thereof theretofore delivered to the Substitute Option Holder and the denominator of which is the Substitute Option Repurchase Price, and/or (B) to the Substitute Share Owner, a certificate for the Substitute Option Shares it is then so prohibited from repurchasing. If an Exercise Termination Event shall have occurred prior to the date of the notice by the Substitute Option Issuer described in the first sentence of this subsection (c), or shall be scheduled to occur at any time before the expiration of a period ending on the thirtieth day after such date, the Substitute Option Holder shall nevertheless have the right to exercise the Substitute Option until the expiration of such 30-day period. 10. The periods for exercise of certain rights under Sections 2, 6, 7, 9 and 12 shall be extended: (i) to the extent necessary to obtain all regulatory approvals for the exercise of such rights (for so long as the Holder, Owner, Substitute Option Holder or Substitute Share Owner, as the case may be, is using commercially reasonable efforts to obtain such regulatory approvals), and for the expiration of all statutory waiting periods; and (ii) to the extent necessary to avoid liability under Section 16(b) of the 1934 Act by reason of such exercise. 11. Issuer hereby represents and warrants to Grantee as follows: A-11 53 (a) Issuer has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by the Issuer Board prior to the date hereof and no other corporate proceedings on the part of Issuer are necessary to authorize this Agreement or to consummate the transactions so contemplated. This Agreement has been duly and validly executed and delivered by Issuer. (b) Issuer has taken all necessary corporate action to authorize and reserve and to permit it to issue, and at all times from the date hereof through the termination of this Agreement in accordance with its terms will have reserved for issuance upon the exercise of the Option, that number of shares of Common Stock equal to the maximum number of shares of Common Stock at any time and from time to time issuable hereunder, and all such shares, upon issuance pursuant thereto, will be duly authorized, validly issued, fully paid, nonassessable, and will be delivered free and clear of all claims, liens, encumbrance and security interests and not subject to any preemptive rights. 12. Neither of the parties hereto may assign any of its rights or obligations under this Agreement or the Option created hereunder to any other person, without the express written consent of the other party, except that in the event a Subsequent Triggering Event shall have occurred prior to an Exercise Termination Event, Grantee, subject to the express provisions hereof, may assign in whole or in part its rights and obligations hereunder; provided, however, that until the date 15 days following the date on which the Federal Reserve Board has approved an application by Grantee to acquire the shares of Common Stock subject to the Option, Grantee may not assign its rights under the Option except in (i) a widely dispersed public distribution, (ii) a private placement in which no one party acquires the right to purchase in excess of 2% of the voting shares of Issuer, (iii) an assignment to a single party (e.g. CFO , a broker or investment banker) for the purpose of conducting a widely dispersed public distribution on Grantee's behalf or (iv) any other manner approved by the Federal Reserve Board. 13. Each of Grantee and Issuer will use its reasonable best efforts to make all filings with, and to obtain consents of, all third parties and governmental authorities necessary to the consummation of the transactions contemplated by this Agreement, including, without limitation, applying to the Federal Reserve Board under the BHCA for approval to acquire the shares issuable hereunder, but Grantee shall not be obligated to apply to state banking authorities for approval to acquire the shares of Common Stock issuable hereunder until such time, if ever, as it deems appropriate to do so. 14. The parties hereto acknowledge that damages would be an inadequate remedy for a breach of this Agreement by either party hereto and that the obligations of the parties hereto shall be enforceable by either party hereto through injunctive or other equitable relief. In connection therewith both parties waive the posting of any bond or similar requirement. 15. If any term, provision, covenant or restriction contained in this Agreement is held by a court or a federal or state regulatory agency of competent jurisdiction to be invalid, void or unenforceable, the remainder of the terms, provisions and covenants and restrictions contained in this Agreement shall remain in full force and effect, and shall in no way be affected, impaired or invalidated. If for any reason such court or regulatory agency determines that the Holder is not permitted to acquire, or Issuer is not permitted to repurchase pursuant to Section 7, the full number of shares of Common Stock provided in Section l(a) hereof (as adjusted pursuant to Section l(b) or Section 5 hereof), it is the express intention of Issuer to allow the Holder to acquire or to require Issuer to repurchase such lesser number of shares as may be permissible, without any amendment or modification hereof. A-12 54 16. All notices, requests, claims, demands and other communications hereunder shall be deemed to have been duly given when delivered in person, by fax, telecopy, or by registered or certified mail (postage prepaid, return receipt requested) at the respective addresses of the parties set forth in the Merger Agreement. 17. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to the conflict of law principles thereof (except to the extent that mandatory provisions of Federal law or of the VSCA are applicable). 18. This Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original, but all of which shall constitute one and the same agreement. 19. Except as otherwise expressly provided herein, each of the parties hereto shall bear and pay all costs and expenses incurred by it or on its behalf in connection with the transactions contemplated hereunder, including fees and expenses of its own financial consultants, investment bankers, accountants and counsel. 20. Except as otherwise expressly provided herein or in the Merger Agreement, this Agreement contains the entire agreement between the parties with respect to the transactions contemplated hereunder and supersedes all prior arrangements or understandings with respect thereof, written or oral. The terms and conditions of this Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors and permitted assignees. Nothing in this Agreement, expressed or implied, is intended to confer upon any party, other than the parties hereto, and their respective successors except as assignees, any rights, remedies, obligations or liabilities under or by reason of this Agreement, except as expressly provided herein. 21. Capitalized terms used in this Agreement and not defined herein shall have the meanings assigned thereto in the Merger Agreement. IN WITNESS WHEREOF, each of the parties has caused this Agreement to be executed on its behalf by its officers thereunto duly authorized, all as of the date first above written. CENTURY BANCSHARES, INC. By: /s/ JOSEPH S. BRACEWELL ----------------------------------------- Name: Joseph S. Bracewell Title: President and Chief Executive Officer UNITED BANKSHARES, INC. By: /s/ RICHARD M. ADAMS ----------------------------------------- Name: Richard M. Adams Title: Chairman of the Board and Chief Executive Officer A-13 55 EXHIBIT B FORM OF CENTURY AFFILIATE LETTER ____________, 2001 Century Bancshares, Inc. 1275 Pennsylvania Avenue, N.W. Washington, DC 20004 Attention: Dale Phelps Chief Financial Officer United Bankshares, Inc. 514 Market Street Parkersburg, WV 26101 Attention: Steven Wilson, Chief Financial Officer Ladies and Gentlemen: I have been advised that I may be deemed to be, but do not admit that I am, an "affiliate" of Century Bancshares, Inc. a Delaware corporation ("Century"), as that term is defined in Rule 145 promulgated by the Securities and Exchange Commission (the "SEC") under the Securities Act of 1933, as amended (the "Securities Act"). I understand that pursuant to the terms of the Agreement and Plan of Reorganization, dated as of June 14, 2001 (the "Agreement"), by and between United Bankshares, Inc., a West Virginia corporation ("United") and Century, Century plans to merge with and into a wholly-owned subsidiary of United (the "Merger"). I further understand that as a result of the Merger, I may receive shares of common stock, par value $2.50 per share, of United ("United Stock") (i) in exchange for shares of common stock, par value $1.00 per share, of Century ("Century Stock") or (ii) as a result of the exercise of Rights (as defined in the Agreement). I have carefully read this letter and reviewed the Agreement and discussed their requirements and other applicable limitations upon my ability to sell, transfer, or otherwise dispose of United Stock and Century Stock, to the extent I felt necessary, with my counsel or counsel for Century. I represent, warrant and covenant with and to United that in the event I receive any United Stock as a result of the Merger: 1. I shall not make any sale, transfer, or other disposition of such United Stock unless (i) such sale, transfer or other disposition has been registered under the Securities Act, (ii) such sale, transfer or other disposition is made in conformity with the provisions of Rule 145 under the Securities Act (as such rule may be amended from time to time), or (iii) in the opinion of counsel in form and substance reasonably satisfactory to United, or under a "no-action" letter obtained by me from the staff of the SEC, such sale, transfer or other disposition will not violate or is otherwise exempt from registration under the Securities Act. 2. I understand that United is under no obligation to register the sale, transfer or other disposition of shares of United Stock by me or on my behalf under the Securities Act or to take any other action necessary in order to make compliance with an exemption from such registration available. 56 3. I understand that stop transfer instructions will be given to United's transfer agent with respect to shares of United Stock issued to me as a result of the Merger and that there will be placed on the certificates for such shares, or any substitutions therefor, a legend stating in substance: "The shares represented by this certificate were issued in a transaction to which Rule 145 promulgated under the Securities Act of 1933 applies. The shares represented by this certificate may be transferred only in accordance with the terms of a letter agreement, dated June 14, 2001, between the registered holder hereof and United Bankshares, Inc., a copy of which agreement is on file at the principal offices of United Bankshares, Inc." 4. I understand that, unless transfer by me of the United Stock issued to me as a result of the Merger has been registered under the Securities Act or such transfer is made in conformity with the provisions of Rule 145(d) under the Securities Act, United reserves the right, in its sole discretion, to place the following legend on the certificates issued to my transferee: "The shares represented by this certificate have not been registered under the Securities Act of 1933 and were acquired from a person who received such shares in a transaction to which Rule 145 under the Securities Act of 1933 applies. The shares have been acquired by the holder not with a view to, or for resale in connection with, any distribution thereof within the meaning of the Securities Act of 1933 and may not be offered, sold, pledged or otherwise transferred except in accordance with an exemption from the registration requirements of the Securities Act of 1933." It is understood and agreed that the legends set forth in paragraphs (3) and (4) above shall be removed by delivery of substitute certificates without such legends if I shall have delivered to United (i) a copy of a "no action" letter from the staff of the SEC, or an opinion of counsel in form and substance reasonably satisfactory to United, to the effect that such legend is not required for purposes of the Act, or (ii) evidence or representations satisfactory to United that the United Stock represented by such certificates is being or has been sold in conformity with the provisions of Rule 145(d). I further understand and agree that this letter agreement shall apply to all shares of Century Stock and United Stock that I am deemed to beneficially own pursuant to applicable federal securities law. Very truly yours, By ------------------------------------------- Name: Title: B-2 57 Accepted this ____ day of _______________, 2001. CENTURY BANCSHARES, INC. By -------------------------------------------- Name: Joseph S. Bracewell Title: President and Chief Executive Officer UNITED BANKSHARES, INC. By ------------------------------------------- Name: Richard M. Adams Title: Chairman of the Board and Chief Executive Officer B-3 58 ANNEX A FORM OF SUPPLEMENT FOR MERGER SUB ACCESSION TO MERGER AGREEMENT This SUPPLEMENT FOR MERGER SUB ACCESSION TO MERGER AGREEMENT, dated as of the ____ day of __________, 2001 (this "Supplement"), to the Agreement and Plan of Reorganization, dated as of June 14, 2001 (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 Century Bancshares, Inc., a Delaware corporation ("Century"). 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 Century with and into [ ], a Delaware 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 13Agreement, (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: [Insert address and facsimile number] IN WITNESS WHEREOF, this Supplement has been duly executed and delivered by the undersigned, duly authorized thereunto as of the date first hereinabove written. Insert name of Merger Sub ] By: ------------------------------------------ Name: Title: CENTURY BANCSHARES, INC. By: ----------------------------------------- Name: Joseph S. Bracewell Title: President and Chief Executive Officer UNITED BANKSHARES, INC. By: ----------------------------------------- Name: Richard M. Adams Title: Chairman of the Board and Chief Executive Officer EX-11 4 h89914ex11.txt COMPUTATION OF EARNINGS PER SHARE 1 EXHIBIT 11 CENTURY BANCSHARES, INC. COMPUTATION OF EARNINGS PER COMMON SHARE JUNE 30, 2001 CENTURY BANCSHARES, INC. Computation of Earnings Per Common Share Three and Six Months Ended June 30, 2001
Three Months Ended Six Months Ended -------------------------------- -------------------------------- June 30, June 30, -------------------------------- -------------------------------- 2001 2000 2001 2000 -------------------------------- -------------------------------- BASIC INCOME PER COMMON SHARE: Net income $ 1,385,145 $ 461,681 $ 413,724 $ 893,393 Weighted average common shares outstanding 4,312,922 4,274,526 4,310,170 4,303,706 -------------------------------- -------------------------------- Basic income per common share $0.32 $0.11 $0.10 $0.21 -------------------------------- -------------------------------- DILUTED INCOME PER COMMON SHARE: Net income $ 1,385,145 $ 461,681 $ 413,724 $ 893,393 Weighted average common shares outstanding 4,312,922 4,274,526 4,310,170 4,303,706 Dilutive effect of stock options 133,676 75,699 103,819 75,351 -------------------------------- -------------------------------- Diluted weighted average common shares outstanding 4,446,598 4,350,225 4,413,989 4,379,057 -------------------------------- -------------------------------- Diluted income per common share $0.31 $0.11 $0.09 $0.20 -------------------------------- --------------------------------
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