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EXHIBIT 2.2
FIRST ADDENDUM TO AGREEMENT
OF MERGER BY AND BETWEEN
CENTRAL ILLINOIS BANK MC AND CENTRAL ILLINOIS BANK
UNDER THE CHARTER OF
CENTRAL ILLINOIS BANK MC
This First Addendum to Agreement of Merger (Addendum) is made and
entered into this 12th day of May, 1998, by and between Central Illinois Bank
(CIB), a bank organized and existing under and by virtue of the laws of the
State of Illinois, and Central Illinois Bank MC (CIB MC), a bank organized and
existing under and by virtue of the laws of the State of Illinois (collectively
the "Merging Banks").
WHEREAS, on or about April 30, 1998 the Merging Banks entered into that certain
Agreement of Merger by and between Central Illinois Bank MC and Central Illinois
Bank under the Charter of Central Illinois Bank MC (the "Merger Agreement");
WHEREAS, on or about August 27, 1991, CIB was authorized by the Office of
Commissioner of Banks and Trust Companies, now known as the Office of Banks and
Real Estate (the "OBRE") via a Certificate of Authority and Order to accept and
execute trusts and receive deposits of trust funds under the provisions of
applicable law (the "Certificate");
WHEREAS, on or about March 5, 1996, the OBRE entered an Order authorizing CIB to
conduct the Fiduciary function of Guardian as part of its authorized activities
as set forth in the Certificate (the "Order"); and
WHEREAS, it is the intent of the Merging Banks that as of the Effective Time the
rights, duties and obligations provided under and pursuant to the Certificate
and the Order transfer to the Resulting Bank.
NOW THEREFORE, with the foregoing recitals incorporated herein, and in
consideration of the premises and of the agreements, covenants, terms and
conditions set forth herein, the Merging Banks hereby covenant and agree as
follows:
A. DEFINITIONS. Capitalized terms used herein shall have the meanings
set forth in the Merger Agreement unless otherwise defined in this Addendum.
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FIRST ADDENDUM TO AGREEMENT OF MERGER PAGE 2
B. PURPOSE. The purpose of this Addendum is to clarify and supplement
the terms of the Merger Agreement. This Addendum and the Merger Agreement shall
be construed as complementary to each other.
C. TRUST POWERS. As of the Effective Time all right, duties and
obligations provided under and pursuant to the Certificate and Order shall be
transferred to and vest in the Resulting Bank without any deed or other
transfer. Upon such transfer, the trust department of CIB shall become the trust
department of the Resulting Bank and the Resulting Bank shall hold and enjoy the
same and all rights of property, franchises and interests, including, to the
extent permissible, all appointments, designations and nominations and all other
rights and interests as trustee; executor, administrator, guardian, assignee,
receiver and in every other fiduciary capacity, in the same manner and to the
same extent as was held and enjoyed by CIB through its trust department and the
powers conferred upon it by virtue of the Certificate and Order as if the
Certificate and Order were issued to the Resulting Bank.
IN WITNESS WHEREOF, each of the Merging Banks has caused this Agreement
to be executed by its duly authorized officers and its corporate seal to be
affixed as of the date first above written.
Central Illinois Bank Central Illinois Bank MC
By: /s/ Xxxxx X. Xxxxx By: /s/ Xxxxx X. Xxxxxxx
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Its: President and CEO Its: President and CEO
Attest: /s/ Xxxxxx X. Xxxxxxxx Attest: /s/ Xxxxxx X. Xxxxxxxx
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Assistant Secretary Assistant Secretary
