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  EXHIBIT 10.26    
    


 
    Citizens Bancshares Corporation
  Annual PEO and PFO Certification For Fiscal Years Other than the First Year    
    


I,
Cynthia N. Day, President/Chief Executive Officer and I, Samuel J. Cox, Executive Vice President/Chief Financial Officer, certify, based on my knowledge, that: 



          (i)  The
entity serving as the compensation committee (the "Committee") of Citizens Bancshares Corporation (the "Company") has discussed, reviewed, and evaluated with senior
risk officer at least every six months during any part of the most recently completed fiscal year that was a TARP period, senior executive officer (SEO) compensation plans and employee compensation
plans and the risks these plans pose to the Company and each entity aggregated with the Company as the "TARP Recipient" as defined in the regulations and guidance established under section 111
of EESA (collectively referred to as the "TARP Recipient"); 


         (ii)  The
Committee has identified and limited during any part of the most recently completed fiscal year that was a TARP period any features of the SEO compensation plans
that could lead SEOs to take unnecessary and excessive risks that could threaten the value of the TARP Recipient and has identified any features of the employee compensation plans that pose risks to
the TARP Recipient and has limited those features to ensure that the TARP Recipient is not unnecessarily exposed to risks; 


        (iii)  The
Committee has reviewed, at least every six months during any part of the most recently completed fiscal year that was a TARP period, the terms of each employee
compensation plan and identified any features of the plan that could encourage the manipulation of reported earnings of the TARP Recipient to enhance the compensation of an employee, and has limited
any such features; 


        (iv)  The
Committee will certify to the reviews of the SEO compensation plans and employee compensation plans required under (i) and (iii) above; 


         (v)  The
Committee will provide a narrative description of how it limited during any part of the most recently completed fiscal year that was a TARP period the features in: 



        (A)  SEO
compensation plans that could lead SEOs to take unnecessary and excessive risks that could threaten the value of the TARP Recipient; 



        (B)  Employee
compensation plans that unnecessarily expose the TARP Recipient to risks; and 


        (C)  Employee
compensation plans that could encourage the manipulation of reported earnings of the TARP Recipient to enhance the compensation of an employee; 




        (vi)  The
TARP Recipient has required that bonus payments, as defined in the regulations and guidance established under section 111 of EESA (bonus payments), to SEOs
and any of the next twenty most highly compensated employees be subject to a recovery or "clawback" provision during any part of the most recently completed fiscal year that was a TARP period if the
bonus payments were based on materially inaccurate financial statements or any other materially inaccurate performance metric criteria; 


       (vii)  The
TARP Recipient has prohibited any golden parachute payment, as defined in the regulations and guidance established under section 111 of EESA, to an SEO or
any of the next five most highly compensated employees during any part of the most recently completed fiscal year that was a TARP period. 


      (viii)  The
TARP Recipient has limited bonus payments to its applicable employees in accordance with section 111 of EESA and the regulations and guidance established
thereunder during any part of the most recently completed fiscal year that was a TARP period. 









        (ix)  The
TARP Recipient and its employees have complied with the excessive or luxury expenditures policy, as defined in the regulations and guidance established under
section 111 of EESA, during any part of the most recently completed fiscal year that was a TARP period; and any expenses that, pursuant to the policy, required approval of the board of
directors, a committee of the board of directors, an SEO, or an executive officer with a similar level of responsibility, were properly approved; 



         (x)  The
TARP Recipient will permit a non-binding shareholder resolution in compliance with any applicable Federal securities rules and regulations on the
disclosures provided under the Federal securities laws related to SEO compensation paid or accrued during any part of the most recently completed fiscal year that was a TARP period; 


        (xi)  The
TARP Recipient will disclose the amount, nature, and justification for the offering, during any part of the most recently completed fiscal year that was a TARP
period, of any perquisites, as defined in the regulations and guidance established under section 111 of EESA, whose total value exceeds $25,000 for any employee who is subject to the bonus
payment limitations identified in paragraph (viii); 


       (xii)  The
TARP Recipient will disclose whether the TARP Recipient, the board of directors of the Company, or the Committee has engaged during any part of the most recently
completed fiscal year that was a TARP period a compensation consultant; and the services the compensation consultant or any affiliate of the compensation consultant provided during this period; 


      (xiii)  The
TARP Recipient has prohibited the payment of any gross-ups, as defined in the regulations and guidance established under section 111 of EESA,
to the SEOs and the next twenty most highly compensated employees during any part of the most recently completed fiscal year that was a TARP period. 



      (xiv)  The
TARP Recipient has substantially complied with all other requirements related to employee compensation that are provided in the agreement between the TARP
Recipient and Treasury, including any amendments; 


       (xv)  The
TARP Recipient has submitted to Treasury a complete and accurate list (see attached) of the SEOs and the twenty next most highly compensated employees for the
current fiscal year, with the non-SEOs ranked in descending order of level of annual compensation, and with the name, title, and employer of each SEO and most highly compensated employee
identified; and 


      (xvi)  I
understand that a knowing and willful false or fraudulent statement made in connection with this certification may be punished by fine, imprisonment, or both. (See,
for example 18 U.S.C. 1001.) 



 






			
	Date: April 1, 2013	 	/s/ CYNTHIA N. DAY






  Cynthia N. Day
 President/Chief Executive Officer
	
 Date: April 1, 2013	
 	
/s/ SAMUEL J. COX






  Samuel J. Cox
 Executive Vice President/Chief Financial Officer




 

 








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EXHIBIT 10.26


Citizens Bancshares Corporation Annual PEO and PFO Certification For Fiscal Years Other than the First Year