Exhibit No. 10.3


 


March 6,
2009


 


United
States Department of the Treasury


1500
Pennsylvania Avenue, NW


Washington,
D.C. 20220


 


Citizens Bancshares Corporation


75 Piedmont Avenue, N.E.


Atlanta, Georgia 30303


 


Ladies
and Gentlemen:


 


Reference
is made to that certain Letter Agreement incorporating the Securities Purchase
Agreement — Standard Terms dated of even date herewith (the “Securities Purchase Agreement”) by and among United States
Department of Treasury (“Investor”) and Citizens Bancshares Corporation (“Company”).  Investor
and Company desire to set forth herein certain modifications to the Securities
Purchase Agreement and related documents regarding the Company’s obligations to
create, issue and register the Warrant Preferred Stock, Warrant and Warrant
Shares (collectively, and without limitation, the “Warrant
Obligations”).  Capitalized
terms used herein but not defined shall have the meaning assigned them in the
Securities Purchase Agreement.


 


Pursuant
to Section 113(d)(3) of the Emergency Economic Stabilization Act of
2008, Investor has the discretion to exempt certain financial institutions
receiving funds through the Investor’s Capital Purchase Program (“CPP”) from Warrant Obligations.  Investor has elected to exercise its
discretion in favor of those financial institutions that are certified as
Community Development Financial Institutions (“CDFIs”),
and for whom the Purchase Price of the CPP investment is $50 million or less.


 


Company
has represented to us it maintains its status as a CDFI and will receive an
investment pursuant to the CPP with a Purchase Price of $7,462,000.  Accordingly, Investor agrees to exempt
Company from the Warrant Obligations under the Securities Purchase Agreement
and under any other documents required to effect Investor’s investment in
Company (collectively, and without limitation, the “Transaction
Documents”).  Any and all
references in the Transaction Documents with respect to the Warrant Obligations
shall be inapplicable and of no effect upon Company.


 


This
letter agreement constitutes the entire agreement, and supersedes all other
prior agreements, understandings, representations and warranties, both written
and oral, between the parties with respect to the subject matter hereof.


 


This
letter agreement may be executed in counterparts, each of which shall be deemed
an original and all of which shall together constitute one and the same
instrument.  This letter agreement shall
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.    [Remainder of this page intentionally left blank]


 


UST Sequence Number: 318


 

















 


In
witness whereof, this letter agreement has been duly executed by the authorized
representatives of the parties hereto as of the date first above written.


 


	
   

  	
  CITIZENS BANCSHARES 

  CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ James E. Young

  
	
   

  	
   

  	
  James E. Young

  
	
   

  	
   

  	
  President and Chief Executive Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  UNITED
  STATES DEPARTMENT OF THE 

  TREASURY

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ Neel Kashkari

  
	
   

  	
   

  	
  Name: Neel Kashkari

  
	
   

  	
   

  	
  Title: Interim Assistant
  Secretary for 

  Financial Stability