Exhibit No. 4.1


 


Form of Certificate


for Series C Preferred Stock


 




	
  NUMBER

  	
   

  	
   

  	
  SHARES

  
	
  *   01   *

  	
   

  	
   

  	
  * 4,379 *

  






CITIZENS BANCSHARES CORPORATION


INCORPORATED UNDER THE LAWS OF THE STATE OF
GEORGIA


 


Transfer
of this stock is restricted in accordance with

conditions printed on the reverse of this certificate.


 


	
  THIS CERTIFIES THAT

  	
  UNITED STATES DEPARTMENT OF THE
  TREASURY

  
	
   

  
	
  is the owner of

  	
  ** FOUR THOUSAND THREE HUNDRED AND
  SEVENTY-NINE **

  
			



 


FULLY PAID AND NON-ASSESSABLE SHARES OF


FIXED RATE CUMULATIVE PERPETUAL PREFERRED
STOCK, SERIES C, NO PAR VALUE, OF


 


CITIZENS BANCSHARES CORPORATION


 


(hereinafter called the “Company”).  The Company will furnish, without charge, a
summary of the designations, relative rights, preferences and limitations
applicable to the Fixed Rate Cumulative Perpetual Preferred Stock, Series C,
of the Company, the variations in rights, preferences and limitations
determined for each series and the authority of the board of directors to
determine variations for future series, upon written request.  The shares represented by this Certificate
are transferable on the books of the Company by said owner or by his or her
duly authorized attorney, upon the surrender of this Certificate properly
endorsed.


 


IN WITNESS WHEREOF, the Company has caused this Certificate to be signed by its duly
authorized officers and its corporate seal to be hereunto affixed.


 


Date:  September 17,
2010.


 


[SEAL]


 


	
  /s/ Cynthia Day

  	
   

  	
  /s/ James E. Young

  
	
  Cynthia Day

  	
   

  	
  James E. Young

  
	
  Secretary

  	
   

  	
  President and Chief Executive Officer

  



 


 


UST Sequence Number: 318


 

















 


THE SECURITIES REPRESENTED BY THIS INSTRUMENT ARE NOT
SAVINGS ACCOUNTS, DEPOSITS OR OTHER OBLIGATIONS OF A BANK AND ARE NOT INSURED
BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY.


 


THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE TRANSFERRED,
SOLD OR OTHERWISE DISPOSED OF EXCEPT WHILE A REGISTRATION STATEMENT RELATING
THERETO IS IN EFFECT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR
PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT OR SUCH LAWS. EACH
PURCHASER OF THE SECURITIES REPRESENTED BY THIS INSTRUMENT IS NOTIFIED THAT THE
SELLER MAY BE RELYING ON THE EXEMPTION FROM SECTION 5 OF THE
SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER.  ANY TRANSFEREE OF THE SECURITIES REPRESENTED
BY THIS INSTRUMENT BY ITS ACCEPTANCE HEREOF (1) REPRESENTS THAT IT IS A “QUALIFIED
INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT), (2) AGREES
THAT IT WILL NOT OFFER, SELL OR OTHERWISE TRANSFER THE SECURITIES REPRESENTED
BY THIS INSTRUMENT EXCEPT (A) PURSUANT TO A REGISTRATION STATEMENT WHICH
IS THEN EFFECTIVE UNDER THE SECURITIES ACT, (B) FOR SO LONG AS THE
SECURITIES REPRESENTED BY THIS INSTRUMENT ARE ELIGIBLE FOR RESALE PURSUANT TO
RULE 144A, TO A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL
BUYER” AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS
OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM
NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (C) TO
THE ISSUER OR (D) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND (3) AGREES THAT IT
WILL GIVE TO EACH PERSON TO WHOM THE SECURITIES REPRESENTED BY THIS INSTRUMENT
ARE TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND.


 


THIS INSTRUMENT IS ISSUED SUBJECT TO THE RESTRICTIONS
ON TRANSFER AND OTHER PROVISIONS OF A SECURITIES PURCHASE AGREEMENT BETWEEN THE
ISSUER OF THESE SECURITIES AND THE INVESTOR REFERRED TO THEREIN, A COPY OF
WHICH IS ON FILE WITH THE ISSUER.  THE
SECURITIES REPRESENTED BY THIS INSTRUMENT MAY NOT BE SOLD OR OTHERWISE
TRANSFERRED EXCEPT IN COMPLIANCE WITH SAID AGREEMENT.  ANY SALE OR OTHER TRANSFER NOT IN COMPLIANCE
WITH SAID AGREEMENT WILL BE VOID.


 


THE FOLLOWING ABBREVIATIONS, WHEN USED IN THE
INSCRIPTION ON THE FACE OF THIS CERTIFICATE, SHALL BE CONSTRUED AS THOUGH THEY
WERE WRITTEN OUT IN FULL ACCORDING TO APPLICABLE LAWS OR REGULATIONS:


 


	
   

  	
  TEN COM

  	
  -

  	
  AS TENANTS IN COMMON

  	
    UGMA/(STATE)

  	
   

  	
  CUSTODIAN

  	
   

  	
   

  
	
   

  	
  TEN ENT

  	
  -

  	
  AS TENANTS BY THE ENTIRETIES

  	
   

  	
  (CUSTODIAN)

  	
   

  	
  (MINOR)

  	
   

  
	
   

  	
  JTWROS

  	
  -

  	
  AS JOINT TENANTS WITH RIGHT OF SURVIVORSHIP AND NOT
  AS TENANTS IN COMMON

  	
   

  UNDER THE UNIFORM GIFT TO MINORS
  ACT/(STATE)

  	
   

  



 


For value received,                                         
hereby sell, assign and transfer unto


 


	
  PLEASE INSERT SOCIAL SECURITY
  OR OTHER

  	
   

  
	
  IDENTIFYING NUMBER OF ASSIGNEE

  	
   

  
	
   

  	
   

  



 


	
   

  	
   

  
	
  (PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING
  ZIP CODE, OF ASSIGNEE)

  	
   

  
	
   

  	
   

   

  
	
   

  	
  Shares

  	
   

  
			



 


	
  represented by the within Certificate, and do
  hereby irrevocably constitute and appoint

  	
   

  	
   

  
	
  Attorney to transfer the said shares on the
  records of the within-named Company with full power of substitution in the
  premises.

  



 


	
   

  	
   

  
	
  (DATE)

  	
   

  



 


	
   

  	
   AND

  
	
  (SIGNATURE: THE SIGNATURE ON THIS ASSIGNMENT MUST
  CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY
  PARTICULAR WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER.)

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  (SIGNATURE GUARANTEE: SIGNATURE MUST BE GUARANTEED
  BY A COMMERCIAL BANK, A SAVINGS AND LOAN ASSOCIATION OR A TRUST COMPANY IN
  THE UNITED STATES OR BY A MEMBER FIRM OF ANY NATIONAL SECURITIES EXCHANGE OR
  OF THE NATIONAL ASSOCIATION OF SECURITIES DEALERS, INC.)