<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION ON December 27, 1996 REGISTRATION NO. 333-______
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
CITIZENS BANCSHARES, INC.
(Exact name of Registrant as specified in its charter)
OHIO 34-1372535
(State or other (I.R.S. Employer
jurisdiction of Identification No.)
incorporation or
organization)
10 EAST MAIN STREET
SALINEVILLE, OHIO 43945
(330) 679-2328
(Address of principal executive offices)
CITIZENS BANCSHARES, INC.
NON-STATUTORY STOCK OPTION AND STOCK APPRECIATION RIGHTS PLAN
(Full Title of Plan)
MARTY E. ADAMS
10 EAST MAIN STREET
SALINEVILLE, OHIO 43945
(330) 679-2328
(Name, address, including zip code
& telephone number, including
area code of agent for service)
With a copy to:
M. Patricia Oliver, Esq.
Squire, Sanders & Dempsey L.L.P.
4900 Key Tower
127 Public Square
Cleveland, Ohio 44114-1304
<TABLE>
<CAPTION>
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CALCULATION OF REGISTRATION FEE
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<S> <C> <C> <C> <C>
Proposed Proposed
Title Of Maximum Maximum Amount Of
Securities To Amount To Be Offering Aggregate Registration
Be Registered (1) Registered Price Per Share (2) Offering Price (2) Fee (2)
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Common Shares 750,000 $ 32.50 $ 24,375,000 $ 7,386.36
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<FN>
(1) Includes the exercise of options under the Citizens Bancshares, Inc.
Non-Statutory Stock Option and Stock Appreciation Rights Plan and the
resale of such shares by non-affiliated persons to the public.
(2) Estimated solely for the purpose of calculating the registration fee and,
pursuant to Rule 457(h), based on the average of the high and low sale
prices of Citizens Bancshares, Inc.'s Common Shares on the NASDAQ National
Market System on December 23, 1996.
</TABLE>
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PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
ITEM 1. PLAN INFORMATION
The documents containing the information specified in this Item 1 will
be given to participants in the Citizens Bancshares, Inc. Non-Statutory Stock
Option and Stock Appreciation Rights Plan (the "Option and SAR Plan" or the
"Plan") as specified by Rule 428(b)(1). In accordance with the rules and
regulations of the Securities and Exchange Commission (the "Commission") and the
instructions to Form S-8, such documents are not being filed with the Commission
either as part of this Registration Statement or as a prospectus pursuant to
Rule 424.
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN
ANNUAL INFORMATION
The documents containing the information specified in this Item 2 will
be given to participants in the Option and SAR Plan as specified in Rule
428(b)(1). In accordance with the rules and regulations of the Commission and
the instructions to Form S-8, such documents are not being filed with the
Commission either as part of this Registration Statement or as a prospectus
pursuant to Rule 424.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed by the Registrant with the Commission
pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act")
are incorporated herein by reference and made a part hereof:
1. The Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1995.
2. The Registrant's Quarterly Report on Form 10-Q for the fiscal
quarter ended September 30, 1996.
3. All other documents filed by the Registrant pursuant to Section
13(a) or 15(d) of the Exchange Act since the end of the fiscal
year covered by the annual report referred to in (1) above.
4. The section entitled "Description of Registrant's Securities to
be Registered" contained in the Registrant's Registration
Statement on Form
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8-A filed pursuant to Section 12(g) of the Exchange Act on
January 4, 1990 and incorporating by reference the information in
the Registrant's Registration Statement on Form S-4 (No.
333-9589).
All documents subsequently filed with the Commission by the Registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to
the filing of a post-effective amendment which indicates that all securities
offered herein have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference in this Registration
Statement and to be a part hereof from the date of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
A legal opinion has been rendered by Squire, Sanders & Dempsey L.L.P.
to the effect that when issued in accordance with the Option and SAR Plan,
Registrant's common shares will be duly issued and outstanding and fully paid
and non-assessable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 1701.13(E) of the Ohio Revised Code grants corporations broad
powers to indemnify directors, officers, employees and agents. Section
1701.13(E) provides:
(E)(1) A corporation may indemnify or agree to indemnify any
person who was or is a party or is threatened to be made a party, to
any threatened, pending, or completed action, suit, or proceeding,
whether civil, criminal, administrative, or investigative, other than
an action by or in the right of the corporation, by reason of the fact
that he is or was a director, officer, employee, or agent of the
corporation, or is or was serving at the request of the corporation as
a director, trustee, officer, employee, member, manager, or agent of
another corporation, domestic or foreign, nonprofit or for profit, a
limited liability company, a partnership, joint venture, trust, or
other enterprise, against expenses, including attorney's fees,
judgments, fines, and amounts paid in settlement actually and
reasonably incurred by him in connection with such action, suit, or
proceeding if he acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding,
if he had no reasonable cause to believe his conduct was unlawful. The
termination of any action, suit, or proceeding by judgment, order,
settlement, or conviction, or upon a plea of nolo contendere or its
equivalent,
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shall not, of itself, create a presumption that the person did not act
in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the corporation, and, with respect to
any criminal action or proceeding, he had reasonable cause to believe
that his conduct was unlawful.
(2) A corporation may indemnify or agree to indemnify any
person who was or is a party, or is threatened to be made a party, to
any threatened, pending, or completed action or suit by or in the
right of the corporation to procure a judgment in its favor, by reason
of the fact that he is or was a director, officer, employee, or agent
of the corporation, or is or was serving at the request of the
corporation as a director, trustee, officer, employee, member,
manager, or agent of another corporation, domestic or foreign,
nonprofit or for profit, a limited liability company, or a
partnership, joint venture, trust, or other enterprise, against
expenses, including attorney's fees, actually and reasonably incurred
by him in connection with the defense or settlement of such action or
suit, if he acted in good faith and in a manner he reasonably believed
to be in or not opposed to the best interests of the corporation,
except that no indemnification shall be made in respect of any of the
following:
(a) Any claim, issue, or matter as to which such person is
adjudged to be liable for negligence or misconduct in the performance
of his duty to the corporation unless, and only to the extent that,
the court of common pleas or the court in which such action or suit
was brought determines, upon application, that, despite the
adjudication of liability, but in view of all the circumstances of the
case, such person is fairly and reasonably entitled to indemnity for
such expenses as the court of common pleas or such other court shall
deem proper;
(b) Any action or suit in which the only liability asserted
against a director is pursuant to section 1701.95 of the Revised Code.
(3) To the extent that a director, trustee, officer, employee,
member, manager, or agent has been successful on the merits or
otherwise in defense of any action, suit, or proceeding referred to in
divisions (E)(1) and (2) of this section, or in defense of any claim,
issue, or matter therein, he shall be indemnified against expenses,
including attorney's fees, actually and reasonably incurred by him in
connection with the action, suit, or proceeding.
(4) Any indemnification under divisions (E)(1) and (2) of this
section, unless ordered by a court, shall be made by the corporation
only as authorized in the specific case, upon a determination that
indemnification of the director, trustee, officer, employee, member,
manager, or agent is proper in the circumstances because he has met
the applicable standard of conduct set forth in divisions (E)(1) and
(2) of this section. Such determination shall be made as follows:
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(a) By a majority vote of a quorum consisting of directors of
the indemnifying corporation who were not and are not parties to or
threatened with any such action, suit, or proceeding referred to in
division (E)(1) or (2) of this section;
(b) If the quorum described in division (E)(4)(a) of this
section is not obtainable or if a majority vote of a quorum of
disinterested directors so directs, in a written opinion by
independent legal counsel other than an attorney, or a firm having
associated with it an attorney, who has been retained by or who has
performed services for the corporation or any person to be indemnified
within the past five years;
(c) By the shareholders; or
(d) By the court of common pleas or the court in which the
action, suit, or proceeding referred to in division (E)(1) or (2) of
this section was brought.
Any determination made by the disinterested directors under
division (E)(4)(a) or by independent legal counsel under division
(E)(4)(b) of this section shall be promptly communicated to the person
who threatened or brought the action or suit by or in the right of the
corporation under division (E)(2) of this section, and, within ten
days after receipt of such notification, such person shall have the
right to petition the court of common pleas or the court in which such
action or suit was brought to review the reasonableness of such
determination.
(5)(a) Unless at the time of a director's act or omission that
is the subject of an action, suit, or proceeding referred to in
divisions (E)(1) and (2) of this section, the articles or the
regulations of a corporation state by specific reference to this
division that the provisions of this division do not apply to the
corporation and unless the only liability asserted against a director
in an action, suit, or proceeding referred to in divisions (E)(1) and
(2) of this section is pursuant to section 1701.95 of the Revised
Code, expenses, including attorney's fees, incurred by a director in
defending the action, suit, or proceeding shall be paid by the
corporation as they are incurred, in advance of the final disposition
of the action, suit, or proceeding, upon receipt of an undertaking by
or on behalf of the director in which he agrees to do both of the
following:
(i) Repay such amount if it is proved by clear and convincing
evidence in a court of competent jurisdiction that his action or
failure to act involved an act or omission undertaken with deliberate
intent to cause injury to the corporation or undertaken with reckless
disregard for the best interests of the corporation;
(ii) Reasonably cooperate with the corporation concerning the
action, suit, or proceeding.
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(b) Expenses, including attorney's fees, incurred by a
director, trustee, officer, employee, member, manager, or agent in
defending any action, suit, or proceeding referred to in divisions
(E)(1) and (2) of this section, may be paid by the corporation as they
are incurred, in advance of the final disposition of the action, suit,
or proceeding as authorized by the directors in the specific case,
upon receipt of an undertaking by or on behalf of the director,
trustee, officer, employee, member, manager, or agent to repay such
amount, if it ultimately is determined that he is not entitled to be
indemnified by the corporation.
(6) The indemnification authorized by this section shall not
be exclusive of, and shall be in addition to, any other rights granted
to those seeking indemnification under the articles, the regulations,
any agreement, a vote of shareholders or disinterested directors, or
otherwise, both as to action in their official capacities and as to
action in another capacity while holding their offices, and shall
continue as to a person who has ceased to be a director, trustee,
officer, employee, member, manager, or agent and shall inure to the
benefit of the heirs, executors, and administrators of such a person.
(7) A corporation may purchase and maintain insurance or
furnish similar protection, including but not limited to, trust funds,
letters of credit, or self-insurance, on behalf of or for any person
who is or was a director, officer, employee, or agent of the
corporation, or is or was serving at the request of the corporation as
a director, trustee, officer, employee, member, manager, or agent of
another corporation, domestic or foreign, nonprofit or for profit, a
limited liability company, or a partnership, joint venture, trust, or
other enterprise, against any liability asserted against him and
incurred by him in any such capacity, or arising out of his status as
such, whether or not the corporation would have the power to indemnify
him against such liability under this section. Insurance may be
purchased from or maintained with a person in which the corporation
has a financial interest.
(8) The authority of a corporation to indemnify persons
pursuant to divisions (E)(1) and (2) of this section does not limit
the payment of expenses as they are incurred, indemnification,
insurance, or other protection that may be provided pursuant to
divisions (E)(5), (6), and (7) of this section. Divisions (E)(1) and
(2) of this section do not create any obligation to repay or return
payments made by the corporation pursuant to division (E)(5), (6), or
(7).
(9) As used in this division, references to "corporation"
includes all constituent entities in a consolidation or merger and the
new or surviving corporation, so that any person who is or was a
director, officer, employee, trustee, member, manager, or agent of
such a constituent entity, or is or was serving at the request of such
constituent entity as a director, trustee, officer, employee, member,
manager, or agent of another corporation, domestic or foreign,
nonprofit or for profit, a limited liability company, or a
partnership, joint
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venture, trust, or other enterprise, shall stand in the same position
under this section with respect to the new or surviving corporation as
he would if he had served the new or surviving corporation in the same
capacity.
Section 33 of the Regulations of Registrant states as follows:
Section 33. INDEMNIFICATION. The Corporation shall indemnify any
director or officer and any former director or officer of the Corporation and
any such director or officer who is or has served at the request of the
Corporation as a director, officer or trustee of another corporation,
partnership, joint venture, trust or other enterprise (and his heirs, executors
and administrators) against expenses, including attorney's fees, judgments,
fines and amounts paid in settlement, actually and reasonably incurred by him by
reason of the fact that he is or was such director, officer or trustee in
connection with any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative to the full extent
permitted by applicable law. The indemnification provided for herein shall not
be deemed to restrict the power of the Corporation (i) to indemnify employees,
agents and others to the extent not prohibited by law, (ii) to purchase and
maintain insurance or furnish similar protection on behalf of or for any person
who is or was a director, officer or employee of the Corporation, or any person
who is or was serving at the request of the Corporation as a director, officer,
trustee, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise against any liability asserted against him or incurred
by him in any such capacity or arising out of his status as such, and (iii) to
enter into agreements with persons of the class identified in clause (ii) above
indemnifying them against any and all liabilities (or such lesser
indemnification as may be provided in such agreements) asserted against or
incurred by them in such capacities.
In addition, Registrant has entered into indemnification agreements
with each of its directors and executive officers which expand the indemnitees'
rights in the event that Ohio law and Registrant's Regulations are further
changed. Pursuant to the agreements, indemnitees receive the highest available
of the following: (i) the benefits provided by Registrant's Regulations as of
the date of the agreement; (ii) the benefits provided by Registrant's
Regulations in effect at the time that indemnification expenses are incurred;
(iii) the benefits allowable under Ohio law which is in effect on the date of
the agreement; (iv) the benefits allowable under the law of the jurisdiction
under which Registrant exists at the time indemnifiable expenses are incurred;
(v) the benefits available under liability insurance obtained by Registrant;
(vi) the benefits which would have been available to the indemnitee under a
Registrant insurance policy which was in effect prior to and expired on May 8,
1986; or (vii) such other benefits as are or may be otherwise available to the
indemnitee. The indemnification rights available under the agreements are
subject to certain exclusions, including a provision that no indemnification
shall be made if a court determines by clear and convincing evidence that the
indemnitee has acted or failed to act with deliberate intent to cause injury to,
or with reckless disregard for the best interests of, Registrant.
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ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
The following is a complete list of exhibits filed as a part of or
incorporated by reference in this Registration Statement:
Exhibit No. Description of Exhibit
----------- ----------------------
4.1 Citizens Bancshares, Inc.
Non-Statutory Stock Option and Stock
Appreciation Rights Plan
4.2 Form of Citizens Bancshares, Inc.
Non-Statutory Stock Option and Stock
Appreciation Rights Agreement
5 Opinion of Squire, Sanders & Dempsey L.L.P.
regarding legality
23 Consent of Crowe, Chizek and Company L.L.P
ITEM 9. UNDERTAKINGS
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post- effective amendment to this Registration Statement:
(a) to include any prospectus required by section 10(a)(3) of the
Securities Act of 1933; (b) to reflect in the prospectus any
facts or events arising after the effective date of the
Registration Statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in
the Registration Statement. Notwithstanding the foregoing, any
increase or decrease in the volume of securities offered (if the
total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high end
of the estimated maximum offering range may be reflected in the
form of prospectus filed with the Commission pursuant to Rule
424(b) if, in the aggregate, the changes in volume and price
represent no more than a 20% change in the maximum offering price
set forth in the
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"Calculation of Registration Fee" table in the effective
Registration Statement; (c) to include any material
information with respect to the plan of distribution not
previously disclosed in the Registration Statement or any
material change to such information in the Registration
Statement;
provided, however, that paragraphs (1)(a) and (1)(b) of this
section do not apply if the Registration Statement is on Form
S-3, Form S-8 or Form F-3, and the information required to be
included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the
Commission by the Registrant pursuant to section 13 or 15(d)
of the Securities Exchange Act of 1934 that are incorporated
by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment
shall be deemed to be a new Registration Statement relating to
the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the Registration Statement shall be
deemed to be a new Registration Statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Salineville, Ohio, on December 16, 1996.
CITIZENS BANCSHARES, INC.
By: /s/ Marty E. Adams,
-------------------------------------------
Marty E. Adams,
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
/s/ Marty E. Adams December 16, 1996
- ---------------------------------------- -----------------------
Marty E. Adams, President, Date
Chief Executive Officer and
Director
/s/ William L. White, III December 16, 1996
- ---------------------------------------- -----------------------
William L. White, III Date
Chief Financial Officer and
Principal Accounting Officer
/s/ Fred H. Johnson December 16, 1996
- ---------------------------------------- -----------------------
Fred H. Johnson, Director Date
/s/ Fred H. Johnson, III December 16, 1996
- ---------------------------------------- -----------------------
Fred H. Johnson, III, Director Date
10
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/s/ Keith D. Burgett December 17, 1996
- ---------------------------------------- -----------------------
Keith D. Burgett, Director Date
/s/ Willard L. Davis December 17, 1996
- ---------------------------------------- -----------------------
Willard L. Davis, Director Date
/s/ James C. McBane December 17, 1996
- ---------------------------------------- -----------------------
James C. McBane, Director Date
/s/ Kenneth E. McConnell December 17, 1996
- ---------------------------------------- -----------------------
Kenneth E. McConnell, Director Date
/s/ Glenn F. Thorne December 17, 1996
- ---------------------------------------- -----------------------
Glenn F. Thorne, Director Date
/s/ Gerard P. Mastroianni December 17, 1996
- ---------------------------------------- -----------------------
Gerard P. Mastroianni, Director Date
11
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Description of Exhibit
- ----------- ----------------------
<S> <C>
4.1 Citizens Bancshares, Inc. Non-Statutory Stock Option and Stock Appreciation
Rights Plan
4.2 Form of Citizens Bancshares, Inc. Non-Statutory Stock Option and Stock
Appreciation Rights Agreement
5 Opinion of Squire, Sanders & Dempsey L.L.P. regarding legality
23 Consent of Crowe, Chizek and Company L.L.P.
</TABLE>
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EXHIBIT 4.1
<PAGE> 2
EXHIBIT 4.1
CITIZENS BANCSHARES, INC.
NON-STATUTORY STOCK OPTION AND
STOCK APPRECIATION RIGHTS PLAN
Citizens Bancshares, Inc. ("Bancshares") hereby establishes the
Citizens Bancshares, Inc. Non-Statutory Stock Option and Stock Appreciation
Rights Plan (the "Plan") effective as of April 18, 1995 ("Effective Date").
1. PURPOSE. The purpose of the Plan is to promote the interests of
Bancshares and its shareholders by strengthening its ability to attract and
retain officers and key employees by encouraging them to acquire, or increase
their acquisition of common shares of Bancshares (Common Shares") through the
granting of options (Stock Options") and stock appreciation rights ("SARs"),
under the terms and conditions and in the manner contemplated by this Plan,
thereby developing or maintaining a greater personal interest in Bancshares'
success and progress.
2. ADMINISTRATION. The Plan shall be administered by The Personnel and
Compensation Committee (the "Committee") of the Bancshares Board of Directors
(the "Board"). None of the Committee members are eligible to participate in the
Plan. The Committee shall have authority to make all determinations necessary or
desirable for the interpretation of this Plan, including but not limited to, the
authority to construe and interpret the Plan; to establish, amend and rescind
appropriate rules relating to the Plan; in accordance with Section 7 hereof and
subject to Board approval, to select persons to participate in the Plan,
determine the number of Common Shares subject to each Stock Option and SAR, the
term of each Stock Option and SAR, the date on which each Stock Option and SAR
will be granted and the provisions of each agreement covering Stock Options and
SARs; to administer the Plan; and to take any other steps deemed necessary or
advisable in connection herewith. The Committee may, in its sole discretion,
correct any defect or supply any omission or reconcile any inconsistency in this
Plan in the manner and to the extent it shall deem expedient. All actions by the
Committee under the provisions of this Section 2 shall be deemed conclusive for
all purposes.
3. ELIGIBLE PARTICIPANTS. Eligible participants shall include those
persons who currently serve or during the term of the Plan serve as officers of
Bancshares, its subsidiaries (and any company which shall become a subsidiary,
or otherwise a part of Bancshares through acquisition or merger) (collectively,
the "Eligible Participants").
4. PARTICIPATION IN PLAN. In accordance with Section 7 hereof, the
Committee shall recommend to the Board of Directors which of the Eligible
Participants shall participate in the Plan and receive Stock Options and SARs
hereunder (collectively, the "Participants"). The Board of Directors shall
determine which officers will participate in the Plan and such determination of
Participants will be conclusive. After the Board's
<PAGE> 3
determination of Participants, the Committee shall inform the Participants of
such determination.
5. AGGREGATE NUMBER OF SHARES. An aggregate of 300,000 Common Shares
shall be available for the granting of options (collectively, the "Option
Shares" and individually, an "Option Share") and an aggregate of 450,000 Common
Shares shall be available for the granting of SARs (collectively, the "SAR
Shares" and individually, an "SAR Share"). The Option Shares and the SAR Shares
shall hereinafter be referred to collectively as the "Shares Subject to the
Plan". If any Stock Option or SAR is not exercised or expires, the Common Shares
related thereto shall again become available for issuance under the Plan. The
Shares Subject to the Plan will be adjusted from time to time in accordance with
Section 6 hereof.
6. CHANGES IN CAPITALIZATION. In the event that at any time while Stock
Options and SARs have been awarded and are outstanding, the Common Shares of
Bancshares shall be changed to or exchanged for a different number or kind of
shares of stock or other securities of Bancshares or of another corporation,
whether through reorganization, recapitalization, stock split-up, combination of
shares, merger or consolidation (collectively, a "Recapitalization"), then for
all purposes of this Plan there shall be substituted for each Stock Option and
SAR previously awarded that number of Stock Options and SARs which would
maintain the value of each Stock Option and SAR on the same basis as if the
Recapitalization had not taken place. If Bancshares shall issue a stock dividend
in its Common Shares, the number of Common Shares thereafter represented by each
Stock Option and SAR shall be adjusted by adding thereto the number of Common
Shares that would have been distributed as a stock dividend had the Common
Shares represented by each Stock Option and SAR been outstanding on the record
date for the payment of the stock dividend. If there shall be any other change
in the number or kind of outstanding Common Shares or other securities of
Bancshares, or of any shares of stock or other securities into which the Common
Shares of Bancshares shall have been changed or for which they shall have been
exchanged, then the Committee shall make such adjustment, if any, in the number
or value of the Stock Options and SARs as the Committee, in its sole discretion,
may determine is equitably required by such change, and such adjustment so made
shall be effective and binding for all purposes.
7. INITIAL GRANTS OF STOCK OPTIONS AND SARS: ANNUAL COMMITTEE
DETERMINATIONS. As soon as reasonably practicable after the Effective Date of
the Plan, the Committee will make initial grants of Stock Options and SARs in
such amounts and to such of the Eligible Participants as the Committee, in its
discretion, deems appropriate. Thereafter, on an annual basis during the term of
the Plan, the Committee will (i) establish goals for Eligible Participants with
respect to achieving specific level(s) of shareholders' return on equity for
Bancshares and its subsidiaries; (ii) make recommendations to the Board as to
which of the Eligible Participants should be Participants in the Plan based upon
achievement of such goals, as well as such other criteria relating to individual
performance as the Committee may from time to time deem appropriate; (iii)
specify the annual aggregate number of Stock Options and SARs to be
2
<PAGE> 4
granted pursuant to the Plan based upon such goals and criteria; and (iv) upon
receipt of Board approval in accordance with Section 4 hereof, make grants of
(a) Stock Options to Participants in proportion to their respective levels of
W-2 income for the immediately preceding fiscal year and (b) SARs to
Participants in amounts determined by the Committee, in its discretion. All
decisions of the Committee shall be final.
8. STOCK OPTIONS.
a. PRICE. The Stock Option exercise price shall be not less
than the fair market value of a Common Share on the date the Stock Option is
granted (the "Stock Option Price"). For purposes of the Plan, the fair market
value of a Common Share shall be the closing bid quotation with respect to a
Common Share as reported on the NASDAQ National Market System on the date of
grant by the National Association of Securities Dealers, Inc.; or if no such
quotations are available, the fair market value on such date as determined by
the Committee, in its sole discretion.
b. EXERCISE OF STOCK OPTIONS. The Stock Options granted
pursuant to this Plan shall be 0% vested until three (3) years from the date
they are granted, at which time they will be 100% vested. Any Option Shares not
purchased on the applicable vesting date may be purchased thereafter at any time
prior to their respective expiration date(s), which in no event shall be later
than ten (10) years from the date of grant.
c. PROCEDURE TO EXERCISE STOCK OPTIONS. Subject to the terms
and conditions hereof, Stock Options may be exercised by delivering to
Bancshares at the office of its President a written notice, signed by the person
entitled to exercise the Stock Option, of an election to exercise the Stock
Option and stating the number of Option Shares to be purchased. Such notice
shall, as an essential part thereof, be accompanied by the payment of the full
purchase price of the Option Shares then to be purchased. Upon payment within
the time period specified by Bancshares of the amount, if any, in cash, required
to be withheld for federal, state and local tax purposes on account of the
exercise of the Stock Option, the Stock Option shall be deemed exercised as of
the date Bancshares received such notice. Payment of the full purchase price
must be made in cash. Upon the proper exercise of the Stock Option, Bancshares
shall issue and deliver to the Participant a certificate or certificates for the
Option Shares purchased. A Participant shall have no rights as a shareholder or
otherwise with respect to any of the Option Shares as to which the Stock Option
shall not have effectively been exercised as herein provided.
d. LIMITATIONS. The annual aggregate limit on Option Shares to
be granted to all Participants under this Plan shall be 60,000 Option Shares.
The calculation of these limits shall not include the Option Shares which will
be granted pursuant to the initial grant of Option Shares to be made by the
Committee pursuant to Section 7 hereof.
3
<PAGE> 5
9. STOCK APPRECIATION RIGHTS.
a. GENERAL. The Committee shall also grant a SAR(s) in
connection with all Stock Options. Such SARs may cover the same number of Common
Shares covered by any Stock Option or such greater or lesser number of Common
Shares as the Committee may determine and shall be subject to the same terms and
conditions as the related Stock Option.
b. PRICE. The exercise price per SAR Share shall be not less
than the fair market value of a Common Share on the date the SAR is granted
("SAR Price"). For purposes of the Plan, the fair market value of a Common Share
shall be the same fair market value which is determined pursuant to Section 8a
hereof for the Option Shares granted in connection with the SAR Shares.
c. EXERCISE OF SARS. The SARs granted pursuant to this Plan
shall vest in accordance with the vesting of the Stock Options that were granted
in connection with said SARs. Any SARs not exercised on the applicable vesting
date may be exercised thereafter at any time prior to their respective
expiration date(s), which in no event shall be later than ten (10) years from
the date of grant.
d. AUTOMATIC EXERCISE OF SARS. SARs will be exercised
automatically at the time that the Option Shares that were granted in connection
with said SARs are exercised by a Participant. The number of SAR Shares that
will be deemed to have been exercised shall be determined according to the
following formula:
<TABLE>
<S> <C> <C>
(A) = Option Shares Granted
(B) = SAR Shares Granted in Connection with (A)
(C) = Option Shares Exercised
(D) = SAR Shares Exercised in Connection with Option Shares Exercised
(D) = (B)/(A) x (C)
</TABLE>
Each SAR shall entitle the Participant, upon surrender thereof, to receive from
Bancshares in exchange therefor an amount equal to the product of: (i) the
excess of the fair market value of one Common Share over the SAR Price per share
(ii) times the number of Common Shares covered by the SAR, or portion thereof,
which is surrendered; provided, however, that Bancshares shall not be obligated
upon the exercise of an SAR to pay to a Participant an amount which exceeds one
hundred percent (100%) of the SAR Price. Payment shall be made in Common Shares
valued at fair market value (as determined by the Board of Directors in its sole
discretion), or in cash, or partly in Common Shares and partly in cash, as shall
be determined by the Committee. In the event payment is made using Common
Shares, no fractional shares
4
<PAGE> 6
will be issued but instead cash will be paid for a fraction or, if the Committee
should so determine, the number of Common Shares will be rounded downward to the
next whole Common Share.
10. RESTRICTIONS ON TRANSFERABILITY. Stock Options and SARs granted
pursuant to this Plan are not transferable by the Participant, other than by
will or by the laws of descent and distribution. Stock Options and SARs are
exercisable, during the lifetime of the Participant, only by the Participant or
the Participant's guardian or legal representative. Stock Options and SARs are
exercisable, after the death of the Participant, only by the Participant's
administrator or executor.
11. TERMINATION OF EMPLOYMENT. Any Stock Options and SARs which are
exercisable but have not been exercised by a Participant as of the date of the
termination of his or her employment (other than by reason of death or full
disability) may be exercised by the Participant during the thirty (30) day
period commencing on the date such employment terminates. If such termination
occurs by reason of the Participant's death or full disability, all Stock
Options and SARs held by the Participant shall immediately become exercisable
for a one (1) year period subsequent to the date of death or full disability.
Notwithstanding the foregoing provisions, in no event shall any Stock Option or
SAR be exercisable after its respective expiration date.
Transfer from employment with Bancshares to a subsidiary, from a
subsidiary to Bancshares or from a subsidiary to another subsidiary of
Bancshares shall not be treated as a termination of employment for purposes of
this Plan.
12. ACCELERATION OF EXERCISE. Notwithstanding any other provision of
this Plan, in the event of (i) a "Control Share Acquisition" as defined in
ARTICLE SIXTH of the Citizens Bancshares, Inc.'s Third Amended Articles of
Incorporation, or (ii) a sale of all or substantially all of the assets of
Bancshares and its subsidiaries, all Stock Options and SARs granted hereunder
shall immediately become vested and be fully exercisable.
13. VIOLATION OF LAWS. Stock Options and SARs shall not be exercisable
under this Plan if such exercise would violate:
(a) Any applicable state securities law;
(b) Any applicable registration or other requirements under the
Securities Act of 1933, as amended (the "Securities Act") or
applicable requirements of a securities exchange or the National
Association of Securities Dealers, Inc.; or
(c) Any applicable legal requirement of any other governmental
authority.
Bancshares agrees to make reasonable efforts to comply with the foregoing laws
and requirements so as to permit the exercise of Stock Options and SARs. If a
registration statement with respect to the Shares Subject to the Plan to be
issued upon the exercise
5
<PAGE> 7
of a Stock Option or SAR is not in effect or if counsel for Bancshares deems it
necessary or desirable in order to avoid possible violation of the Securities
Act, Bancshares may require, as a condition to its issuance and delivery of
certificates for the Shares Subject to the Plan, the delivery to Bancshares of a
commitment in writing by the person exercising the option or SAR that at the
time of such exercise it is his or her intention to acquire such Common Shares
for his or her own account for investment only and not with a view to, or for
resale in connection with, the distribution thereof; that such person
understands the Common Shares received pursuant to the exercise of a Stock
Option or SAR may be "restricted securities" as defined in Rule 144 promulgated
under the Securities Exchange Act of 1934; and that any resale, transfer or
other disposition of said Shares will be accomplished only in compliance with
Rule 144, the Securities Act, or other or subsequent applicable rules and
regulations thereunder. Bancshares may place on the certificates evidencing such
Option Shares or shares received pursuant to the exercise of a Stock Option or
SAR a legend reflecting the aforesaid commitment in the following form:
"The shares represented by this certificate are issued pursuant to a
Stock Option and Stock Appreciation Rights Plan, a copy of which is
filed with the Secretary of Bancshares, and said shares cannot be sold,
donated, transferred, pledged, hypothecated or in any other manner
disposed of or encumbered except in accordance therewith."
Furthermore, Bancshares may refuse to permit transfer of such certificates until
it has been furnished evidence satisfactory to it that no violation of the
Securities Act or the rules and regulations promulgated thereunder would be
involved in such transfer.
14. COMPLIANCE WITH SECTION 16. This Plan is intended to comply with
Rule 16b-3 as promulgated under the Securities Exchange Act of 1934, as amended,
as now and hereafter in effect ("Rule 16b-3"). Any term or provision of this
Plan which is inconsistent with Rule 16b-3 shall, to the extent of such
inconsistency, be deemed to be null and void but shall not affect the remaining
terms and provisions of the Plan.
15. AMENDMENT OR TERMINATION OF PLAN. The Board of Directors of
Bancshares may amend or terminate the Plan, in its sole discretion, at any time
and from time to time with respect to any shares not at the time subject to
Stock Option or SAR, and may from time to time amend the Plan; provided however,
that no change in any Stock Option or SAR theretofore granted may be made which
would impair the rights of a Participant without the consent of such Participant
and; provided further, that without the approval of Bancshares' shareholders (or
receipt of an opinion of counsel for Bancshares to the effect that shareholder
approval is not required for continued qualification of the Plan under Rule
16b-3), no amendment may be made which would (i) materially increase the number
of Shares Subject to the Plan; (ii) materially modify the requirements as to the
eligibility to participate in the Plan; or (iii) materially increase the
benefits accruing to Participants under the Plan.
6
<PAGE> 8
16. UNFUNDED PLAN. Bancshares shall be under no obligation to reserve
or otherwise fund in advance any amounts which are or may in the future become
payable under this Plan. No Participant shall have any rights whatsoever in or
with respect to any funds or assets of Bancshares.
17. NON-ALIENATION. The right of a Participant or former Participant to
receive any payment under the Plan is not subject in any manner to alienation,
sale, transfer, assignment, pledge, attachment, garnishment or encumbrance of
any kind. If a Participant or former Participant attempts to alienate, sell,
transfer, assign, pledge or otherwise encumber such right, or if by reason of
his bankruptcy or other event happening at any time such right would devolve
upon anyone else or would not be enjoyed by him, then the Committee in its
discretion may terminate such right and, in such event, the Committee shall
cause such amounts as would otherwise become payable to such Participant (at
such time or times as such amounts would otherwise become payable) to be paid to
or applied for the benefit of such one or more of the following as the Committee
in its discretion may designate, namely, such Participant, his or her spouse,
child or children, or other dependents.
18. ACTIONS OR DECISIONS WITH RESPECT TO THE PLAN. Any decision or
action of Bancshares, the Board, or the Committee, arising out of or in
connection with the administration and operation of this Plan may be made or
taken in their absolute discretion, and such decision or action shall be
conclusive and binding upon all Participants and their respective heirs,
executors, and administrators.
19. NO EMPLOYMENT RIGHTS. Nothing herein contained shall be construed
as a commitment or agreement upon the part of any Participant hereunder or any
employee to continue his employment with Bancshares, and nothing herein
contained shall be construed as a commitment on the part of Bancshares or any of
its subsidiaries to continue the employment or rate of compensation of any
Participant hereunder or any employee for any period.
20. EFFECTIVE DATE: DURATION AND TERMINATION OF THE PLAN. The Effective
Date of the Plan shall not occur unless and until the Plan is approved by the
Bancshares shareholders. The Plan shall continue for a five (5) year period from
its Effective Date.
21. OHIO LAW TO APPLY. The place of administration of the Plan shall be
conclusively deemed to be within the State of Ohio and the validity,
construction, interpretation, administration, and effect of the Plan and the
rights of any person having or claiming to have an interest therein or
thereunder shall be governed by and determined exclusively and solely in
accordance with the laws of the State of Ohio.
7
<PAGE> 9
IN WITNESS WHEREOF, CITIZENS BANCSHARES, INC. has caused this Plan to
be executed by its respective duly authorized officer as of the day and year
first above written.
CITIZENS BANCSHARES, INC.
By:
-----------------------------
Title:
--------------------------
8
<PAGE> 1
EXHIBIT 4.2
<PAGE> 2
EXHIBIT 4.2
CITIZENS BANCSHARES, INC. NON-QUALIFIED STOCK OPTION
AND STOCK APPRECIATION RIGHTS AGREEMENT
THIS AGREEMENT, dated as of this 18th day of April, 1995, by and between
Citizens Bancshares, Inc., an Ohio corporation with its offices at 10 East Main
Street, Salineville, Ohio 43945 (the "Corporation") and _______________ (the
"Employee"), a full-time employee of the Corporation or one of its subsidiaries.
SECTION 1. Under the provisions of the 1995 Non-Qualified Stock Option and
Stock Appreciation Rights Plan (the "Plan"), the Corporation hereby grants to
the Employee (i) the option (the "Option") of purchasing an aggregate of
common shares of the Corporation at the price of $34.50 per share and (ii) stock
appreciation rights ("SARs") with respect to common shares of the
Corporation at a price of $34.50 per share, subject to the terms and
conditions set forth in the Plan and as hereinafter set forth.
SECTION 2. Notwithstanding any other provision herein, this Option and the
SARs shall expire no later than ten years from the date of this Agreement.
SECTION 3. The Option and SARs shall vest and become exercisable three (3)
years from the date of this Agreement.
SECTION 4. This Option and SARs are not transferable by the Employee to any
other person (or to a trust for the benefit of Employee), otherwise than by
will or by the laws of descent and distribution, and are exercisable, during the
lifetime of the Employee, only by the Employee or Employee's guardian or legal
representative. After the death of the Employee, the Option and SARs are
exercisable only by the Employee's administrator, executor, or court-appointed
fiduciary.
SECTION 5. The Option and SARs which are exercisable by Employee but have
not been exercised as of the date of termination of Employee's employment with
the Corporation (other than by reason of death or full disability) may be
exercised by Employee during the thirty (30) day period commencing on the date
such employment terminates. If such termination occurs by reason of Employee's
death or full disability, the Option and SARs held by the Employee shall
immediately become exercisable for a one (1) year period subsequent to the date
of death or full disability; provided, however, that in no event shall the
Option and SARs be exercisable after their respective expiration date(s).
SECTION 6. Nothing herein contained shall confer upon the Employee any
right to continue in the employ of the Corporation, or limit or restrict any
right which the Corporation would otherwise
<PAGE> 3
have to terminate the employment of the Employee with or without cause or
to adjust Employee's compensation.
SECTION 7. Subject to the provisions of Section 8(a) of this Agreement, in
the event that at any time while the Option and SARs have been awarded and are
outstanding, the common shares of the Corporation shall be changed to or
exchanged for a different number or kind of shares of stock or other securities
of the Corporation or of another corporation, whether through reorganization,
recapitalization, stock split-up, combination of shares, merger or consolidation
(collectively, a "Recapitalization"), then for all purposes of this Agreement
there shall be substituted for the Option and SARs previously awarded that
number of Options and stock appreciation rights which would maintain the value
of the Option and SARs on the same basis as if the Recapitalization had not
taken place. If the Corporation shall issue a stock dividend in its common
shares, the number of common shares thereafter represented by the Option and
SARs shall be adjusted by adding thereto the number of common shares that would
have been distributed as a stock dividend had the common shares represented by
the Option and SARs been outstanding on the record date for the payment of the
stock dividend. If there shall be any other change in the number or kind of
outstanding common shares or other securities of the Corporation, or of any
shares of stock or other securities into which the common shares of the
Corporation shall have been changed or for which they shall have been exchanged,
then The Personnel and Compensation Committee of the Corporation's Board of
Directors (the "Committee") shall make such adjustment, if any, in the number or
value of the Option and SARs as the Committee, in its sole discretion, may
determine is equitably required by such change, and such adjustment so made
shall be effective and binding for all purposes.
SECTION 8
(a) If the Corporation shall liquidate or dissolve, or shall be a party to
a merger or consolidation with respect to which it shall not be the surviving
corporation, the Corporation shall give written notice thereof to the Employee
at least thirty days prior thereto, and notwithstanding the provisions of
Section 3, the Employee shall have the right within said thirty-day period (but
within the ten-year period specified in Section 2) to exercise the option and
SARs in full to the extent not previously exercised. To the extent that the
Option and SARs shall not have been exercised on or prior to the effective date
of such liquidation, dissolution, merger or consolidation, they shall terminate
on said date, unless assumed by another corporation within the meaning of
Section 425(a) of the Internal Revenue Code of 1986, as amended ("Code").
(b) Notwithstanding the provisions of Section 3, the Option and SARs
granted hereby shall become exercisable in full if and when any corporation,
partnership, joint venture, person, or a
-2-
<PAGE> 4
group acting together for a similar purpose shall directly or indirectly acquire
or announce an intent to directly or indirectly acquire control of the
Corporation or any successor or assignee of the Corporation. For purposes of
this Section 8(b), control shall mean the acquisition of, or the formation of a
group whose members beneficially own shares of the Corporation, which after
giving effect thereto, would meet the definition of a "Control Share
Acquisition" as set forth in Article SIXTH of the Corporation's Third Amended
Articles of Incorporation.
SECTION 9.
(a) The Option may be exercised by delivering to the Corporation at the
office of its President a written notice, signed by the person entitled to
exercise the Option, of an election to exercise the option and stating the
number of Option shares to be purchased. Such notice shall, as an essential part
thereof, be accompanied by the payment of the full purchase price of the Option
shares then to be purchased. Upon payment within the time period specified by
the Corporation of the amount, if any, in cash, required to be withheld for
federal, state and local tax purposes on account of the exercise of the Option,
the Option shall be deemed exercised as of the date the Corporation received
such notice. Payment of the full purchase price must be made in cash. Upon the
proper exercise of the Option, the Corporation shall issue and deliver to the
Employee a certificate or certificates for the Option shares purchased. Employee
shall have no rights as shareholder or otherwise with respect to any of the
Option shares as to which the Option shall not have effectively been exercised
as herein provided.
(b) SARs will be exercised automatically at the time that the Option shares
that were granted in connection with said SARs are exercised in accordance with
the formula set forth in Section 9d of the Plan. Each SAR shall entitle the
Employee, upon surrender thereof, to receive from the Corporation in exchange
therefor an amount equal to the product of: (i) the excess of the fair market
value of one common share over the SAR price per share (ii) times the number of
common shares covered by the SAR, or portion thereof, which is surrendered;
provided, however, that the Corporation shall not be obligated upon the exercise
of an SAR to pay to the Employee an amount which exceeds one hundred percent
(100%) of the SAR price. Payment shall be made in Corporation common shares
valued at fair market value (as determined by the Board of Directors in its sole
discretion), or in cash, or partly in common shares and partly in cash, as shall
be determined by the Committee. No fractional shares will be issued but instead
cash will be paid for a fraction or, if the Committee should so determine, the
number of common shares will be rounded downward to the next whole common share.
-3-
<PAGE> 5
SECTION 10. The Option and SARs shall not be exercisable if such exercise
would violate:
(a) Any applicable state securities law;
(b) Any applicable registration or other requirements under the Securities
Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, or the
listing requirements of any stock exchange; or
(c) Any applicable legal requirement of any other governmental authority,
including but not limited to the Corporation's obligation to withhold income
taxes in connection with the exercise of this option.
The Corporation agrees to make reasonable efforts to comply with the foregoing
laws and requirements so as to permit the exercise of the Option and SARS.
Furthermore, if a Registration Statement with respect to the common shares to be
issued upon the exercise of this option is not in effect or if counsel for the
Corporation deems it necessary or desirable in order to avoid possible violation
of the Securities Act of 1933, as amended (the "Securities Act"), the
Corporation may require, as a condition to its issuance and delivery of
certificates for the shares, the delivery to the Corporation of a commitment in
writing by the person exercising the option that at the time of such exercise it
is his intention to acquire such shares for his own account for investment only
and not with a view to, or for resale in connection with, the distribution
thereof; that such person understands the shares may be "restricted securities"
as defined in Rule 144 under the Securities Act; and that any resale, transfer
or other disposition of said shares will be accomplished only in compliance with
Rule 144, the Securities Act, and the other rules and regulations promulgated
thereunder. The Corporation may place on the certificates evidencing such shares
an appropriate legend reflecting the aforesaid commitment and may refuse to
permit transfer of such certificates until it has been furnished evidence
satisfactory to it that no violation of the Act or the rules and regulations
thereunder would be involved in such transfer.
SECTION 11. This Option is not intended to qualify as an "incentive stock
option" within the meaning of Section 422A of the Code.
SECTION 12. The Committee of the Corporation shall have authority, subject
to the express provisions of the Plan, to construe and interpret this
Non-Qualified Stock Option and Stock Appreciation Rights Agreement and the Plan,
and to make all other determinations in the judgment of the Committee necessary
or desirable for the administration of the Plan. All determinations of the
Committee shall be final and binding upon all persons. The Board of Directors
may at any time or from time to time grant to
-4-
<PAGE> 6
the Committee such further powers and authority as the Board shall determine to
be necessary or desirable. All action by the Committee under the provision of
this Section shall be conclusive for all purposes.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement in
duplicate as of the day and year first-above written.
CITIZENS BANCSHARES, INC.
By:
-----------------------------
Marty E. Adams, President
-----------------------------
, Employee
-------------
-5-
<PAGE> 1
EXHIBIT 5
<PAGE> 2
EXHIBIT 5
December 27, 1996
Citizens Bancshares, Inc.
10 East Main Street
Salineville, Ohio 43945
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
Reference is made to your Registration Statement on Form S-8 filed with
the Securities and Exchange Commission on December 27, 1996 with respect to
750,000 shares of common stock, without par value ("Common Shares"), of Citizens
Bancshares, Inc. to be offered pursuant to Citizens Bancshares, Inc.
Non-Statutory Stock Option and Stock Appreciation Rights Plan (the "Plan"). We
are familiar with the Plan, and we have examined such documents and certificates
and considered such matters of law as we deemed necessary for the purpose of
this opinion.
Based upon the foregoing, we are of the opinion that the Common Shares
offered pursuant to the Plan, when issued in accordance with the provisions of
the Plan, will be validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Respectfully submitted,
/s/ Squire, Sanders & Dempsey L.L.P.
<PAGE> 1
EXHIBIT 23
<PAGE> 2
EXHIBIT 23
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the prospectus
constituting part of the registration statement on Form S-8 for the Citizens
Bancshares, Inc. Non-Statutory Stock Option and Stock Appreciation Rights Plan
of our report dated January 23, 1996 on the 1995 consolidated financial
statements of Citizens Bancshares, Inc., which report is included in Citizens
Bancshares, Inc.'s 1995 Annual Report on Form 10-K
/s/ Crowe, Chizek and Company LLP
---------------------------------
Crowe, Chizek and Company LLP
Columbus, Ohio
December 26, 1996
