Exhibit 2.2
AMENDMENT
TO
AGREEMENT AND PLAN OF MERGER
This Amendment (the "Amendment") to Agreement and Plan of Merger dated May
30, 2002, by and among CITIZENS BANCSHARES CORPORATION ("CBC"), CITIZENS TRUST
BANK ("CTB"), CFS BANCSHARES, INC. ("CFSB"), and CITIZENS FEDERAL SAVINGS BANK
("Citizens Federal") (collectively, the "Parties") is made and entered into as
of this 19th day of December 2002, by and among the Parties.
WHEREAS, the Parties entered into that certain Agreement and Plan of Merger
dated as of May 30, 2002 (the "Agreement"), whereby, among other things, CFS and
Citizens Federal will merge with and into CTB, the wholly-owned subsidiary of
CBC, upon the terms and conditions set forth in the Agreement;
WHEREAS, the Parties agree that the delay in receiving the required
regulatory approvals and the resulting delay in CFS holding its shareholders'
meeting will impede the Parties' ability to complete the transaction by December
31, 2002;
NOW, THEREFORE, in consideration of the mutual agreements herein contained,
the Parties hereby agree as follows:
1. Amendment to Section 3.1(b). Section 3.1(b) is hereby amended by
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striking the section in its entirety and inserting in lieu thereof the
following:
"(b) Each share of CFSB Common Stock other than Dissenting Shares
(defined at Section 3.4 below) shall be converted into the right to receive
$64.62 in cash, subject to adjustment as set forth below (the "Merger
Consideration"). If the Effective Time is subsequent to August 31, 2002,
the per share Merger Consideration will be increased as follows: to $64.69
if the Effective Time is in September 2002, to $64.76 if the Effective Time
is in October 2002, to $64.83 if the Effective Time is in November 2002, to
$64.90 if the Effective Time is in December 2002, to $64.97 if the
Effective Time is in January 2003, and to $65.04 if the Effective Time is
in February 2003. Each CFSB Option Share shall be converted into the right
to receive cash equal to the Merger Consideration minus the per share
exercise price."
2. Amendment to Section 10.1(e). Section 10.1(e) is hereby amended by
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striking the section in its entirety and inserting in lieu thereof the
following:
"(e) By the Board of Directors of either Party in the event that the
Merger shall not have been consummated on or before February 28, 2003, but
only if the failure to consummate the transactions contemplated hereby on
or before such date is not caused by any breach of this Agreement by the
Party electing to terminate pursuant to this Section 10.1(e); or"
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3. No Other Changes. Except as set forth in this Amendment, the other
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provisions of the Agreement shall remain in full force and effect in accordance
with their respective terms. Nothing contained herein shall constitute a waiver
of any rights or claims of any party heretofore or hereafter arising under or
related to the Agreement.
4. Counterparts. This Amendment may be executed in one or more
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counterparts, each of which shall be deemed to be an original, and all of which
together shall constitute one and the same agreement.
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IN WITNESS WHEREOF, the Parties have caused this Amendment to be executed
on the date first above written.
ATTEST: CITIZENS BANCSHARES CORPORATION
/s/ Xxxxxxx X. Xxxxx By:/s/ Xxxxx X. Xxxxx
-------------------------------------------- ----------------------------
Xxxxxxx X. Xxxxx Xxxxx X. Xxxxx
Secretary President/CEO
[CORPORATE SEAL]
ATTEST: CITIZENS TRUST BANK
/s/ Xxxxxxx X. Xxxxx By: /s/ Xxxxx X. Xxxxx
-------------------------------------------- ----------------------------
Xxxxxxx X. Xxxxx Xxxxx X. Xxxxx
Secretary President/CEO
[CORPORATE SEAL]
ATTEST: CFS BANCSHARES, INC.
/s/ W. Xxxx XxXxxxx By: /s/ Xxxxx Xxxxxx, Xx.
-------------------------------------------- ---------------------------
W. Xxxx XxXxxxx Xxxxx Xxxxxx, Xx.
Secretary Chairman/CEO
[CORPORATE SEAL]
ATTEST: CITIZENS FEDERAL SAVINGS BANK
/s/ W. Xxxx XxXxxxx By: /s/ Xxxxx Xxxxxx, Xx.
-------------------------------------------- ----------------------------
W. Xxxx XxXxxxx Xxxxx Xxxxxx, Xx.
Secretary Chairman/CEO
[CORPORATE SEAL]
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