[CFS BANCSHARES LETTERHEAD]
January 24, 2003
To: Participants in the Company's Employee Stock Ownership Plan
As described in the attached materials, proxies are being solicited in
connection with the proposals to be considered at the upcoming Special
Meeting of Stockholders of CFS Bancshares, Inc. (the "Company"). We hope
you will take advantage of the opportunity to direct the manner in which
shares of common stock of the Company allocated to your account pursuant to
the Employee Stock Ownership Plan ("ESOP") of Citizens Federal Savings Bank
will be voted.
Enclosed with this letter is a proxy statement, which describes the
matters to be voted upon, and a voting instruction ballot, which will permit
you to vote the shares in your ESOP account. After you have reviewed the
proxy statement, we urge you to vote your shares held pursuant to the ESOP by
marking, dating, signing and returning the enclosed voting instruction
ballot to the ESOP Trustee in the return envelope provided.
We urge each of you to vote, as a means of participating in the
governance of the affairs of the Company. If your voting instructions for the
ESOP are not timely received, the shares allocated to your account will
generally be voted by the ESOP Trustee as directed by the ESOP Committee,
consisting of Directors Woolfolk, Coleman and Lett, subject to the fiduciary
duties of the ESOP Committee and the ESOP Trustee. While I hope that you will
vote in the manner recommended by the Board of Directors, the most important
thing is that you vote in whatever manner you deem appropriate. Please take
a moment to do so.
Please note that the enclosed material relates only to those shares
which have been allocated to you under the ESOP. You should receive other
voting material for those shares owned by you individually and not under the
ESOP.
Sincerely,
/s/ Bunny Stokes, Jr.
-----------------------------
Bunny Stokes, Jr.
Chairman of the Board and
Chief Executive Officer
THE TRUST COMPANY
OF STERNE, AGEE & LEACH, INC.
January 21, 2003
Re: Citizens Federal Savings Bank Employee Stock Ownership Plan
Dear Plan Participant:
Enclosed is Proxy Material for the Shareholders Meeting scheduled for February
19, 2003. This material applies to your share balance held in Citizens
Federal Savings Bank Employee Stock Ownership Plan.
As trustee of the Citizens Federal Savings Bank Employee Stock Ownership Plan,
we are required to poll plan participants as to their desired votes. We will
then vote all shares held in the Plan.
Please vote and sign the enclosed proxy and return it to us via FAX (205)
949-3632 or by mail to The Trust Company of Sterne, Agee & Leach, Inc., 800
Shades Creek Parkway, Birmingham, AL 35209, Attn. Retirement Plan Services.
In order for your vote to be counted, we will need to receive it by February
14, 2003.
The Trust Company of Sterne, Agee & Leach, Inc.
ESOP VOTING INSTRUCTION BALLOT
CFS BANCSHARES, INC. Please mark [X] FOR
SPECIAL MEETING OF STOCKHOLDERS your votes as
indicated in
this example
The undersigned hereby instructs The Trust Company of Sterne, Agee &
Leach, Inc., the trustee of the Employee Stock Ownership Plan ("ESOP") of
CFS Bancshares, Inc. ("CFS Bancshares"), to vote all the shares of common
stock of CFS Bancshares allocated to my ESOP account at CFS Bancshares'
special meeting of stockholders (the "Special Meeting"), to be held on
Wednesday, February 19, 2003, in the second floor auditorium located at 300
18th Street North, Birmingham, Alabama at 2:00 p.m., Central Time, and at
any and all adjournments and postponements thereof, as follows:
FOR AGAINST ABSTAIN
1.Adoption of the Agreement and Plan of Merger, [ ] [ ] [ ]
dated May 30, 2002, by and among Citizens Bancshares
Corporation, Citizens Trust Bank, CFS Bancshares,
Inc. and Citizens Federal Savings Bank, as amended
on December 19, 2002.
2. Approval
of motion to FOR AGAINST ABSTAIN
adjourn the [ ] [ ] [ ]
Special
Meeting, if
necessary, to
solicit
additional
proxies with
respect to
approval of
the Agreement
and Plan of
Merger.
The Board of Directors of CFS
Bancshares recommends a vote "FOR"
proposals 1 and 2.
In its discretion, the ESOP Trustee is authorized to vote on any other
business that may properly come before the Special Meeting or any
adjournment or postponement thereof.
This ballot will be voted as directed. If you date, sign and return
this ballot but do not provide specific voting instructions, this ballot
will be voted FOR Proposals 1 and 2. If any other business is presented at
the Special Meeting, this ballot will be voted by those named in this
ballot in their best judgment. At the present time, the Board of Directors
knows of no other business to be presented at the Special Meeting. The
stockholder may revoke this ballot at any time before it is voted.
THIS BALLOT IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF CFS BANCSHARES.
The undersigned acknowledges receipt from CFS Bancshares, prior to the
execution of this ballot, of the Notice of the Special Meeting and the Proxy
Statement.
Dated:______________________ ________________________________
Print Name of Stockholder(s)
____________________________ ________________________________
Signature of Stockholder Signature of Stockholder
Please sign exactly as your name appears above on this form. If shares are
held jointly, each holder should sign.
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PLEASE PROMPTLY COMPLETE, DATE, SIGN AND RETURN THIS BALLOT
TO THE ADMINISTRATORS OF THE ESOP.
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