EXHIBIT 2(b) AMENDMENT NO. 1 TO THE AGREEMENT AND PLAN OF MERGER THIS AMENDMENT NO. 1 (the "AMENDMENT") is made as of August 13, 1997 between SPARTAN MOTORS, INC., a Michigan corporation ("BUYER"), SPARTAN QUALITY, INC., an Alabama corporation ("MERGERSUB"), and CTS HOLDING COMPANY, INC., an Alabama corporation ("CTS"), and is joined in by DUANE K. SHOMBER, EUGENE H. HALL, JOHNNIE W. HAWKINS, JIMMY L. CUNNINGHAM, AND CHRISTOPHER SHOMBER (the "SHAREHOLDERS"). This Amendment amends the Agreement and Plan of Merger dated August 8, 1997 between Buyer, MergerSub, CTS, and the Shareholders (the "MERGER AGREEMENT"). Capitalized terms used but not defined in this Amendment shall have the meanings defined to them in the Merger Agreement. The parties agree as follows: 1. Notwithstanding any provision in the Merger Agreement, no fractional shares of Buyer's Common Stock shall be issued in connection with the Merger. 2. Sections 2.5.1(a) and (b) of the Merger Agreement are deleted in their entirety and the following is substituted in lieu thereof: (a) CASH. In the aggregate, cash of $1,900,006 by certified check distributed as follows: Duane K. Shomber $989,900 Eugene H. Hall $547,201 Johnnie W. Hawkins $199,500 James L. Cunningham $114,000 Christopher Shomber $ 49,405 (b) STOCK. In the aggregate, 253,338 shares of Buyer's Common Stock; such shares shall be issued in the names of each Shareholder, as follows: Duane K. Shomber 131,988 shares Eugene H. Hall 72,961 shares Johnnie W. Hawkins 26,601 shares James L. Cunningham 15,201 shares Christopher Shomber 6,587 shares 3. Except as amended hereby, all of the terms and conditions of the Merger Agreement are ratified, and shall remain in full force and effect. The parties have executed this Amendment as of the date first written above. SPARTAN MOTORS, INC. By /S/ RICHARD J. SCHALTER Richard J. Schalter Its Chief Financial Officer, Secretary, and Treasurer SPARTAN QUALITY, INC. By /S/ RICHARD J. SCHALTER Richard J. Schalter Its Vice President and Assistant Secretary CTS HOLDING COMPANY, INC. By /S/ DUANE K. SHOMBER Duane K. Shomber Its President /S/ DUANE K. SHOMBER DUANE K. SHOMBER /S/ EUGENE H. HALL EUGENE H. HALL /S/ JOHNNIE W. HAWKINS JOHNNIE W. HAWKINS /S/ JIMMY L. CUNNINGHAM JIMMY L. CUNNINGHAM /S/ CHRISTOPHER SHOMBER CHRISTOPHER SHOMBER -2-