Exhibit
10.28


 


Citizens Bancshares Corporation Fiscal Year PEO
and PFO Certification


 


I,
James E. Young, President/Chief Executive Officer, Cynthia N. Day, Senior
Executive Vice President/Chief Operating Officer, and 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 officers at least every six months during the period beginning on the
later of September 14, 2009, or ninety days after the closing date of the
agreement between the TARP Recipient (as defined below) and Treasury and ending
with the last day of the TARP Recipient’s fiscal year containing that date (the
“applicable period”), the senior executive officer (“SEO”)
compensation plans and the employee compensation plans and the risks these
plans pose to the Company, Citizens Trust Bank (the “Bank”), and
each other 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 the applicable 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 during that same applicable period 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 the applicable 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 included 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 the period beginning on the later of the closing date of the
agreement between the TARP Recipient and Treasury or June 15, 2009 and
ending with the last day of the TARP Recipient’s fiscal year containing that
date;


 


(viii)         Except as discussed below,
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 (the “TARP bonus
payment restrictions”) during the period beginning on the later of the closing
date of the agreement between the TARP Recipient and Treasury or June 15,
2009 and ending with the last day of the TARP Recipient’s fiscal year
containing that date.  The TARP Recipient
maintains an employee stock purchase plan for the benefit of its employees in
accordance with Section 423 of the Internal Revenue Code.  The TARP Recipient’s most highly compensated
employee, who is subject to the TARP bonus payment restrictions, continued to
participate in such employee stock purchase plan after June 15, 2009
because the TARP Recipient did not realize that the subsidy within the employee
stock purchase plan for purchasing stock constituted a “bonus payment” within
the meaning of the TARP bonus payment restrictions.  The Company has terminated the most highly
compensated employee’s participation in the employee stock purchase plan to
prevent future subsidies and has corrected the inadvertent bonus payments by
requiring the most highly compensated employee to repay the subsidy of $472
which was received on stock purchases occurring on or after June 15,
2009.  In addition, the Company granted
the most highly compensated employee a long-term restricted stock award on May 28,
2009, that included a 3-year graded vesting schedule but attempted to comply
with section 111 of EESA by providing that no portion
of the award would vest if any portion of the TARP funds received by the TARP
Recipient remained outstanding as of the vesting date.  However, Treasury guidance issued after the
award was granted provided that no portion of a long-term restricted stock
award could vest prior to 2 years after the grant date to be excluded from the
TARP bonus payment restrictions.  The
Company intends to revise the vesting schedule in the restricted stock award so
that no portion of the award vests prior to the second anniversary of the grant
date and the award is excluded from the TARP bonus payment restrictions;


 


(ix)           The board of directors of
the Company has established an excessive or luxury expenditures
policy, as defined in the regulations and guidance established under section
111 of EESA, by the later of September 14, 2009,
or ninety days after the closing date of the agreement between the TARP
Recipient and Treasury; this policy has been provided to Treasury and its
primary regulatory agency; the TARP Recipient and its employees have complied
with this policy during the applicable period; and any expenses that, pursuant
to this 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 the period beginning on the later of the
closing date of the agreement between the TARP Recipient and Treasury or June 15,
2009 and ending with the last day of the TARP Recipient’s fiscal year
containing that date;


 


(xi)           The TARP Recipient will disclose
the amount, nature, and justification for the offering during the period
beginning on the later of the closing date of the agreement between the TARP
Recipient and Treasury or June 15, 2009 and ending with the last day of
the TARP Recipient’s fiscal year containing that date 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 the period beginning on the later of the
closing date of the agreement between the TARP Recipient and Treasury or June 15,
2009 and ending with the last day of the TARP Recipient’s fiscal year
containing that date, a compensation consultant; and the services the
compensation consultant or any affiliate of the compensation consultant
provided during this period;


 


(xiii)         Except as discussed below,
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
computed fiscal year that was a TARP period. 
The TARP Recipient inadvertently allowed the payment of certain
gross-ups, in the aggregate amount of $24,826, in connection with selected
officers relinquishing their benefits under the Company’s bank owned life insurance
(BOLI) and indexed retirement plans in exchange for
more stable and definitive benefits under supplemental retirement and insurance
plans that are also more beneficial for the Bank’s long-term earnings
position.  The exchange occurred
approximately one (1) year prior to the Company’s receipt of TARP funds in
March of 2009.  Subsequent to the
Company’s receipt of such TARP funds, Treasury issued additional guidance under
section 111 of EESA to prohibit gross-up payments and
the Company inadvertently continued making such gross-up payments after such
additional guidance was issued.  However,
the Company intends to correct its inadvertent payment of gross-ups by
requiring the affected officers to repay the gross-up.


 


(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 of the SEOs and the twenty next most highly compensated employees
for the current fiscal year and the most recently completed 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:

  	
  March
  30, 2010

  	
   

  	
  /s/
  James E. Young

  
	
   

  	
   

  	
  James
  E. Young

  
	
   

  	
   

  	
  President/Chief
  Executive Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Date:

  	
  March
  30, 2010

  	
   

  	
  /s/
  Cynthia N. Day

  
	
   

  	
   

  	
  Cynthia
  N. Day

  
	
   

  	
   

  	
  Senior
  Executive Vice 

  
	
   

  	
   

  	
  President/Chief
  Operating Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Date:

  	
  March
  30, 2010

  	
   

  	
  /s/
  Samuel J. Cox

  
	
   

  	
   

  	
  Samuel
  J. Cox

  
	
   

  	
   

  	
  Executive
  Vice President/

  
	
   

  	
   

  	
  Chief
  Financial Officer