Exhibit No. 10.4


 


UST Seq. No. 318


 


UNITED STATES DEPARTMENT OF THE TREASURY


1500 Pennsylvania Avenue, NW


Washington, D.C. 20220


 


March 6, 2009


 


Ladies
and Gentlemen:


 


Reference
is made to that certain Letter Agreement incorporating the Securities Purchase
Agreement — Standard Terms dated of as of the date of this letter agreement
(the “Securities Purchase Agreement”) between
United States Department of Treasury (“Investor”) and
the company named on the signature page hereto (the “Company”).  Investor and the Company desire to amend the
Securities Purchase Agreement as follows:


 


1.             Section 2.1(a) of the
Securities Purchase Agreement is amended to read in its entirety as follows:


 


“(a)         [Intentionally Omitted.]”


 


2.             Section 2.1(c) of the
Securities Purchase Agreement is amended to read in its entirety as follows:


 


“(c)         “Previously
Disclosed”
means information set forth or incorporated in the Company’s Annual Report on Form 10-K
for the most recently completed fiscal year of the Company filed with the
Primary Federal Securities Regulator prior to the execution and delivery of
this Agreement (the “Last Fiscal Year”)
or in its other reports and forms filed with or furnished to the Primary
Federal Securities Regulator as contemplated under Sections 13(a), 14(a) or
15(d) of the Exchange Act on or after the last day of the Last Fiscal Year
and prior to the execution and delivery of this Agreement.  “Primary
Federal Securities Regulator” means the SEC or the primary federal
bank regulator with which the Company files its reports, registration
statements, proxy statements and other filings under the Exchange Act.  If the Company is required to make filings
with a Primary Federal Securities Regulator other than the SEC, all references
in this Agreement to the SEC shall be deemed to refer to the Company’s Primary
Federal Securities Regulator.”


 


                3.             The
definition of “Registrable Securities” in Section 4.5(l)(iv) of the
Securities Purchase Agreement is amended by adding the following sentence at
the end thereof:


 


“Notwithstanding anything in
this Section 4.5(l)(iv) to the contrary, Registrable Securities shall
not include any securities of the Company that are referred to in Section 3(a) of
the Securities Act; provided, however, that in the event that the
Company’s Primary Federal Securities Regulator is not the SEC, the
Company shall take such actions (if any) as are provided for under such Primary
Federal Securities Regulator’s rules in order to permit the resale of
Registrable Securities by the Holders in accordance with such rules.”


 

















 


From
and after the date hereof, each reference in the Securities Purchase Agreement
to “this Agreement” or words of like import shall mean and be a reference to
the Agreement (as defined in the Securities Purchase Agreement) as amended by
this letter agreement and each reference in the Securities Purchase Agreement
to “this Securities Purchase Agreement” or words of like import shall mean and
be a reference to the Securities Purchase Agreement as amended by this letter
agreement.


 


This letter agreement will
be governed by and construed in accordance with the federal law of the United
States if and to the extent such law is applicable, and otherwise in accordance
with the laws of the State of New York applicable to contracts made and to be
performed entirely within such State.


 


This
letter agreement may be executed in any number of separate counterparts, each
such counterpart being deemed to be an original instrument, and all such
counterparts will together constitute the same agreement.  Executed signature pages to this letter
agreement may be delivered by facsimile and such facsimiles will be deemed
sufficient as if actual signature pages had been delivered.


 


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In
witness whereof, the parties have duly executed this letter agreement as of the
date first written above.


 


	
   

  	
   

  	
  UNITED STATES DEPARTMENT OF

  
	
   

  	
   

  	
    THE TREASURY

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Neel Kashkari

  
	
   

  	
   

  	
  Name: Neel Kashkari

  
	
   

  	
   

  	
  Title: Interim Assistant
  Secretary for 

  
	
   

  	
   

  	
  Financial Stability

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  COMPANY:

  
	
   

  	
  CITIZENS BANCSHARES CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ James E. Young

  
	
   

  	
   

  	
  James E. Young

  
	
   

  	
   

  	
  President and Chief Executive Officer