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EXHIBIT 2.1
AGREEMENT AND PLAN OF MERGER
THIS AGREEMENT AND PLAN OF MERGER ("Agreement") is made and
entered
into this 25th day of April, 2005 by and between CFS Bancorp,
Inc. ("CFS
Delaware"), a Delaware corporation and CFS Bancorp, Inc. ("CFS
Indiana" or the
"Surviving Corporation"), an Indiana corporation.
W I T N E S S E T H:
WHEREAS, CFS Indiana is an Indiana corporation with its
principal place
of business in Munster, Indiana and a wholly-owned subsidiary of
CFS Delaware;
WHEREAS, CFS Delaware is a corporation incorporated under the
laws of
the state of Delaware with its principal place of business in
Munster, Indiana
and a savings and loan holding company;
WHEREAS, CFS Indiana and CFS Delaware desire to effect a
transaction
whereby CFS Delaware will merge with and into and under the
Articles of
Incorporation of CFS Indiana (the "Merger") and CFS Indiana will
survive the
Merger and shall continue its existence under the laws of the
State of Indiana;
WHEREAS, the Board of Directors of CFS Indiana has determined
that it
is advisable and in the best interest of CFS Indiana to engage
in the
transactions contemplated by this Agreement and has unanimously
approved this
Agreement and has recommended its approval to the shareholders
of CFS Indiana;
and
WHEREAS, the Board of Directors of CFS Delaware has determined
that it
is advisable and in the best interest of CFS Delaware to engage
in the
transactions contemplated by this Agreement and has unanimously
approved this
Agreement and has recommended its approval to the shareholders
of CFS Delaware.
NOW, THEREFORE, in consideration of the foregoing premises, the
mutual
obligations herein contained and other good and valuable
consideration, the
receipt and sufficiency of which are hereby acknowledged, CFS
Indiana and CFS
Delaware hereby make this Agreement and prescribe the terms and
conditions of
the merger of CFS Delaware with and into CFS Indiana and the
mode of carrying
the transaction into effect as follows:
ARTICLE I
THE MERGER
Upon the terms and subject to the conditions of this Agreement,
at the
Effective Time (as defined herein), CFS Delaware shall be merged
with and into
and under the Articles of Incorporation of CFS Indiana (the
"Merger"). CFS
Indiana shall be the surviving corporation in
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the Merger (the "Surviving Corporation") and shall continue its
corporate
existence under the laws of the State of Indiana. At the
Effective Time, the
separate corporate existence of CFS Delaware shall cease.
ARTICLE II
THE SURVIVING CORPORATION
SECTION 2.1 NAME AND OFFICES. Upon and following the Effective
Time of
the Merger, the name of the Surviving Corporation shall be CFS
Bancorp, Inc.,
and the business of the Surviving Corporation shall be the same
business
conducted by CFS Delaware immediately prior to the Effective
Time. The principal
office of the Surviving Corporation shall be located at 707
Ridge Road, Munster,
Indiana until such time as the Board of Directors designates
otherwise.
SECTION 2.2 DIRECTORS OF THE SURVIVING CORPORATION. At the
Effective
Time, each person who was a director of CFS Delaware immediately
prior to the
Effective Time shall become a director of the Surviving
Corporation and each
such person shall serve as a director of the Surviving
Corporation for the
balance of the term for which such person was elected as a
director of CFS
Delaware and until his or her successor is duly elected and
qualified in the
manner provided in the Bylaws or the Articles of Incorporation
of the Surviving
Corporation or as otherwise provided by law or until his or her
earlier death,
resignation or removal in the manner provided in the Bylaws or
the Articles of
Incorporation of the Surviving Corporation or as otherwise
provided by law.
SECTION 2.3 OFFICERS OF THE SURVIVING CORPORATION. At the
Effective
Time, each person who was an officer of CFS Delaware immediately
prior to the
Effective Time shall become an officer of the Surviving
Corporation with each
such person to hold the same office in the Surviving
Corporation, in accordance
with the Bylaws thereof, as he or she held in CFS Delaware
immediately prior to
the Effective Time until his or her successor is duly elected
and qualified in
the manner provided in the Bylaws or the Articles of
Incorporation of the
Surviving Corporation or as otherwise provided by law or until
his or her
earlier death, resignation or removal in the manner provided in
the Bylaws or
the Articles of Incorporation of the Surviving Corporation or as
otherwise
provided by law.
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SECTION 2.4 ARTICLES OF INCORPORATION AND BYLAWS.
(a) Articles of Incorporation. The Articles of Incorporation of
CFS
Indiana in existence at the Effective Time shall remain the
Articles of Incorporation of the Surviving Corporation
following
the Effective Time, until such Articles of Incorporation shall
be
amended or repealed as provided therein or by applicable
law.
(b) Bylaws. The Bylaws of the Surviving Corporation of CFS
Indiana in
existence at the Effective Time shall remain the Bylaws of
the
Surviving Corporation following the Effective Time, until
such
Bylaws shall be amended or repealed as provided therein or
by
applicable law.
SECTION 2.5 EFFECT OF THE MERGER. The effect of the Merger
upon
consummation shall be as set forth in the Indiana Business
Corporation Law, as
amended.
ARTICLE III
CAPITAL
SECTION 3
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