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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
