Exhibit No. 10.2


 


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”).  Capitalized terms used but not defined herein
shall have the meanings assigned to them in the Securities Purchase Agreement.


 


The
American Recovery and Reinvestment Act of 2009, as it may be amended from time
to time (the “Act”), includes
provisions relating to executive compensation and other matters that may be
inconsistent with the Securities Purchase Agreement, the Warrant and the
Certificate of Designation (the “Transaction
Documents”).  Accordingly,
Investor and the Company desire to confirm their understanding as follows:


 


1.             Notwithstanding anything in the
Transaction Documents to the contrary, in the event that the Act or any rules or
regulations promulgated thereunder are inconsistent with any of the terms of
the Transaction Documents, the Act and such rules and regulations shall
control.


 


2.             For the avoidance of doubt (and
without limiting the generality of Paragraph 1):


 


(a)           the provisions of Section 111
of the Emergency Economic Stabilization Act of 2008, as amended by the Act or
otherwise from time to time (“EESA”),
shall apply to the Company;


 


(b)           the waiver to be
delivered by each of the Company’s Senior Executive Officers pursuant to Section 1.2(d)(v) of
the Securities Purchase Agreement shall, in addition, be delivered by any
additional highly compensated employees required by applicable rules or
regulations under EESA;


 


(c)           the Company’s chief
executive officer and chief financial officer shall provide the written
certification of compliance by the Company with the requirements of Section 111
of EESA in the manner specified by Section 111(b)(4) thereunder or in
any rules or regulations under EESA; and


 


(d)           the Company shall be permitted to repay preferred shares,
and when such preferred shares are repaid, the Investor shall liquidate
warrants associated with such preferred shares, all in accordance with the Act
and any rules and regulations thereunder.


 


UST Sequence Number: 318


 

















 


From
and after the date hereof, each reference in the Securities Purchase Agreement
to “this Agreement” or “this Securities Purchase 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.


 


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, the
Securities Purchase Agreement, the Warrant, the Certificate of Designation and
any other documents executed by the parties at the Closing constitute the
entire agreement of the parties with respect to the subject matter hereof.


 


Nothing in this letter
agreement shall be deemed an admission by Investor as to the necessity of
obtaining the consent of the Company in order to effect the changes to the
Transaction Documents contemplated by this letter agreement, nor shall anything
in this letter agreement be deemed to require Investor to obtain the consent of
any other TARP recipient (as defined in the Act) participating in the Capital
Purchase Program (the “CPP”) in
order to effect changes to their documentation under the CPP.


 


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

  
	
   

  	
   

  	
  Name:
  James E. Young

  
	
   

  	
   

  	
  Title:
  President and Chief Executive Officer