The proposed merger of Cairo, Ga.-based into Bainbridge,Ga.-based First National Bank ofDecatur County involves Citizens shareholders receiving aggregatemerger consideration of $4.4 million, subject to adjustment should Citizens'stockholders' equity, less certain transactional expenses, be less than $4.4million at completion of the all-cash transaction.

If there is no adjustment, Citizens' shareholders willreceive $125.71 per share for each outstanding Citizens common share, accordingto a regulatory filing recently obtained by S&P Global Market Intelligence.

If Citizens' stockholders' equity, less certaintransactional expenses, exceed $4.5 million before completion, the merger agreementallows Citizens to declare and pay a dividend to its shareholders immediatelyprior to closing. The amount of such dividend would be the difference betweenCitizens' stockholders' equity, less certain transactional expenses, and $4.5million.

The current officers and staff employees of each bank willgenerally remain in place, with the combined institution to provide compensationand benefits, including severance benefits, substantially similar to thosecurrently offered by First National Bank, which is a unit of

First National Bank will dividend the cash required to fundthe payment of the merger consideration to Bainbridge Bancshares. It isestimated that this dividend will be no more than $4.7 million, which will bepaid out of the bank's retained earnings and not out of its capital.