Exhibit No. 4.1


 


	
  NUMBER

  	
   

  	
  SHARES

  
	
  * 01 *

  	
   

  	
  * 7,462*

  
	
   

  	
  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              SEVEN THOUSAND FOUR
HUNDRED AND SIXTY TWO


 


FULLY
PAID AND NON-ASSESSABLE SHARES OF


FIXED
RATE CUMULATIVE PERPETUAL PREFERRED STOCK, SERIES A, 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 A,
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:  March 6, 2009.


 


	
  [SEAL]

  
	
   

  
	
  /s/ Cynthia
  Day

  	
   

  	
  /s/ James E.
  Young

  
	
  Cynthia Day

  	
   

  	
  James E. Young

  
	
  Secretary

  	
   

  	
  President & 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.)