SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

This Supplemental Executive Retirement Plan (the “Plan”) is effective as of July 1 , 2008.  This Plan formalizes the agreements by and between CITIZENS TRUST BANK (the “Bank”), a bank organized and existing under the laws of the State of Georgia, and certain key employees, hereinafter referred to as “Executive(s)”, who have been selected and approved by the Bank to participate in this Plan and who have evidenced their participation by execution of a Supplemental Executive Retirement Joinder Agreement (“Joinder Agreement”) in a form provided by the Bank. This Plan replaces the individual Executive Supplemental Retirement Plan Agreements and Executive Indexed Salary Continuation Plan Agreements between the Bank (or First Southern Bank, which merged into the Bank) and Executives.  The Plan is intended to comply with Internal Revenue Code (“Code”) Section 409A and any regulatory or other guidance issued under such Section.  Any reference herein to the “Company” shall mean CITIZENS BANCSHARES CORPORATION.  The Company shall be a signatory to this Plan for the purpose of guaranteeing the Bank’s performance hereunder and for purposes of acknowledging its potential obligation under Section 3.4(c) hereof.

W I T N E S S E T H :

WHEREAS , Executives are employed by the Bank; and

WHEREAS , the Bank recognizes the valuable services heretofore performed for it by such Executives and wishes to encourage their continued employment and to provide them with additional incentive to achieve corporate objectives; and

WHEREAS , the Bank (or First Southern Bank) and some Executives who are eligible to participate in the Plan previously entered into either an Executive Supplemental Retirement Plan Agreement or an Executive Indexed Salary Continuation Plan Agreement pursuant to which the Bank (or First Southern Bank) offered Executive an “indexed retirement benefit” (collectively, such agreements are referred to as an “Indexed Retirement Plan”); and

WHEREAS , in addition to the Indexed Retirement Plan, the Bank (or First Southern Bank) also entered into a Life Insurance Endorsement Method Split Dollar Plan Agreement (a “Split Dollar Agreement”) with certain of the Executives who are eligible to participate herein; and

WHEREAS , Executives have had to recognize and will continue to recognize and pay taxes on annually increasing income every year for as long as Executives live and while the Split Dollar Agreements are in effect; and

WHEREAS , although the Bank is required to administer the Split Dollar Agreements for as long as they are in effect, the accounting treatment of endorsement split dollar policies changed, effective December 15, 2007, and as a result, the Bank desires to terminate the Split Dollar Agreements; and

WHEREAS , the Bank finds the  Indexed Retirement Plan cumbersome and difficult to administer and has determined that it generally fails to provide the level of retirement benefit expected by Executives; and

  WHEREAS , the Bank desires to replace the Indexed Retirement Plan and the Split Dollar Agreements with a Supplemental Executive Retirement Plan for current Executives in order to modify the plan design into a “defined benefit” arrangement that provides greater certainty to Executive as to benefits available at retirement and to bring it into compliance with Section 409A of the Internal Revenue Code (“Code”) and the Treasury Regulations issued thereunder; and

WHEREAS , those Executives in the Split Dollar Agreements have agreed to termination of the Split Dollar Agreements and the modification of the Indexed Retirement Plan to a defined benefit-type retirement plan; and

WHEREAS , the Bank intends this Plan to be considered an unfunded arrangement, maintained primarily to provide supplemental retirement income for its Executives, members of a select group of management or highly compensated employees of the Bank, for tax purposes and for purposes of the Employee Retirement Income Security Act of 1974, as amended; and

WHEREAS , the Bank has adopted this Supplemental Executive Retirement Plan which controls all issues relating to Supplemental Retirement Benefits as described herein.

NOW, THEREFORE , in consideration of the premises and of the mutual promises herein contained, the Bank and Executive agree as follows:

SECTION I

DEFINITIONS

When used herein, the following words and phrases shall have the meanings below unless the context clearly indicates otherwise:

1.1                                  “Accrued Benefit” means that portion of the Supplemental Retirement Benefit which is expensed and accrued under generally accepted accounting principles (GAAP).

1.2                                  “Act” means the Employee Retirement Income Security Act of 1974, as amended from time to time.

1.3                                  “Administrator” means the Bank and/or its Board.

1.4                                  “Bank” means CITIZENS TRUST BANK and any successor thereto.

1.5                                  “Beneficiary” means the person or persons (and their heirs) designated by an Executive as the Beneficiary to whom the deceased Executive’s benefits are payable. Such beneficiary designation shall be made on the form attached hereto as Exhibit A and filed with the Plan Administrator.  If no Beneficiary is so designated, then Executive’s Spouse, if living, will be deemed the Beneficiary. If Executive’s Spouse is not living, then the Children of Executive will be deemed the Beneficiaries and will take on a per stirpes basis. If there are no living Children, then the Estate of Executive will be deemed the Beneficiary.

1.6                                  “Benefit Age” shall be age 65, unless another age is specified with respect to an Executive in the Executive’s Joinder Agreement.

1.7                                  “Benefit Eligibility Date” shall mean, with respect to the Supplemental Retirement Benefit, the later of (1) the date on which the Participant attains the Participant’s Benefit Age, or (ii) the date on which the Participant actually has a Separation from Service.  With respect to the Supplemental Early Retirement Benefit, the “Benefit Eligibility Date” shall be the date on which the Participant Separates from Service on or after age 62.  With respect to all other  payments, the Benefit Eligibility Date shall be the date of the occurrence of the event triggering distribution.  Subject to Section 3.7 of this Plan, payments shall commence within 90 days following the Benefit Eligibility Date.

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1.8                                  “Board” shall mean the Board of Directors of the Bank, unless specifically noted otherwise.

1.9                                  “Cause” shall mean gross negligence or gross neglect or commission of a felony or gross-misdemeanor involving moral turpitude, fraud, dishonesty, or willful violation of any law that results in any adverse effect on the Bank.

1.10                            A “Change in Control” of the Bank or the Company shall mean (1) a change in ownership of the Bank or the Company under paragraph (i) below, or (2) a change in effective control of the Bank or the Company under paragraph (ii) below, or (3) a change in the ownership of a substantial portion of the assets of the Bank or the Company under paragraph (iii) below:

(i)                                      Change in the ownership of the Bank or the Company .  A change in the ownership of the Bank or the Company shall occur on the date that any one person, or more than one person acting as a group (as defined in Treasury Regulation Section 1.409A-3(i)(5)(v)(B)), acquires ownership of stock of the corporation that, together with stock held by such person or group, constitutes more than 50% of the total fair market value or total voting power of the stock of such corporation.

(ii)                                   Change in the effective control of the Bank or the Company.   A change in the effective control of the Bank or the Company shall occur on the date that either (A) any one person, or more than one person acting as a group (as defined in Treasury Regulation Section 1.409A-3(i)(5)(vi)(B)), acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or persons) ownership of stock of the Bank or the Company possessing 30% or more of the total voting power of the stock of the Bank or the Company; or (B) a majority of members of the Bank or the Company’s Board of Directors is replaced during any 12-month period by Directors whose appointment or election is not endorsed by a majority of the members of the corporation’s Board of Directors prior to the date of the appointment or election, provided that this sub-section (B) is inapplicable where a majority shareholder of the Bank or the Company is another corporation.

(iii)                                Change in the ownership of a substantial portion of the Bank’s or the Company’s assets.  A change in the ownership of a substantial portion of the Bank’s or the Company’s assets shall occur on the date that any one person, or more than one person acting as a group (as defined in Treasury Regulation Section 1.409A-3(i)(5)(vii)(C)), acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or persons) assets from the Bank or the Company that have a total gross fair market value equal to more than 40% of the total gross fair market value of all of the assets of the Bank or the Company immediately prior to such acquisition.  For this purpose, gross fair market value means the value of the assets of the corporation, or the value of the assets being disposed of, determined without regard to any liabilities associated with such assets.

(iv)                               For all purposes hereunder, the definition of Change in Control shall be construed to be consistent with the requirements of Treasury Regulation Section 1.409A-3(i)(5), except to the extent that such regulations are superseded by subsequent guidance.

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1.11                            “Children” means Executive’s children, or the issue of any deceased Children, then living at the time payments are due the Children under this Plan. The term “Children” shall include both natural and adopted Children.

1.12                            “Code” means the Internal Revenue Code of 1986, as amended.

1.13                            “Disability Benefit” means the monthly benefit payable to Executive in accordance with Section 3.7 hereof following a determination that Executive is disabled.

1.14                            “Effective Date” of this Plan shall be July 1, 2008.  As of the Effective Date, this Plan supersedes and replaces, with respect to current Executives, the Indexed Retirement Plan.

1.15                            “Estate” means the estate of Executive.

1.16                            “Executive” means an officer who has been selected and approved by the Board to participate in the Plan.

1.17                            “Interest Factor,” unless specifically designated otherwise in this Subsection or in another place in this Plan, means monthly compounding or discounting, as applicable, at six percent (6%). For purposes of determining the present value of the amount necessary to contribute to a rabbi trust to fund Executive’s benefit in the event of a Change in Control, the Interest Factor shall mean 120% of the semiannual applicable federal rate (AFR) as determined under Code Section 1274(d).

1.18                            “Joinder Agreement” means the Supplemental Executive Retirement Plan Joinder Agreement between Executive and the Bank which sets forth the particulars of Executive’s Supplemental Retirement Benefit and/or other benefits to which Executive or Executive’s Beneficiary become entitled under the Plan.

1.19                            “Payout Period” means the time frame during which benefits payable hereunder shall be distributed. Payment of the Supplemental Retirement Benefit and Supplemental Early Retirement Benefit shall be made in monthly installments for 180 months commencing within ninety (90) days following the Benefit Eligibility Date.  For all other payments, the Payout Period shall generally be a one-time lump sum payment commencing within 90 days of the occurrence of the event which triggers distribution, unless another Payout Period is set forth in the Plan or in a Participant’s Joinder Agreement.

1.20                            “Plan Year” shall mean the calendar year.

1.21                            “Separation from Service” (or “Separate from Service”) means Executive’s death, retirement or other termination of employment with the Bank within the meaning of Code Section 409A.  No Separation from Service shall be deemed to occur due to military leave, sick leave or other bona fide leave of absence if the period of such leave does not exceed six months or, if longer, so long as Executive’s right to reemployment is provided by law or contract.  If the leave exceeds six months and Executive’s right to reemployment is not provided by law or by contract, then Executive shall have a Separation from Service on the first date immediately following such six-month period.

Whether a Separation from Service has occurred is determined based on whether the facts and circumstances indicate that the Bank and Executive reasonably anticipated that no further services would be performed after a certain date or that the level of bona fide services Executive would perform after such date (whether as an employee or as an independent contractor) would

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permanently decrease to no more than 49% of the average level of bona fide services performed over the immediately preceding 36 months (or such lesser period of time in which the Participant performed services for the Association).  The determination of whether Executive has had a Separation from Service shall be made by applying the presumptions set forth in the Treasury Regulations under Code Section 409A.

1.22                            “Specified Employee”  means, in the event the Bank or any corporate parent is or becomes publicly traded, a “Key Employee” as such term is defined in Code Section 416(i) without regard to paragraph 5 thereof.

1.23                            “Spouse” means the individual to whom Executive is legally married at the time of Executive’s death, provided, however, that the term “Spouse” shall not refer to an individual to whom Executive is legally married at the time of death if Executive and such individual have entered into a formal separation agreement (provided that such separation agreement does not provide otherwise or state that such individual is entitled to a portion of the benefit hereunder) or initiated divorce proceedings.

1.24                            “Supplemental Early Retirement Benefit” means, if provided in a Participant’s Joinder Agreement, a fixed amount set forth in such Joinder Agreement (before taking into account federal and state income and employment taxes).  The Supplemental Early Retirement Benefit shall be payable in monthly installments throughout the Payout Period.

1.25                            “Supplemental Retirement Benefit” means a fixed amount set forth in a Participant’s Joinder Agreement ( before taking into account federal and state income and employment taxes).  The Supplemental Retirement Benefit shall be payable in monthly installments throughout the Payout Period.

1.26                            “Survivor’s Benefit” means the benefit payable to a Participant’s Beneficiary if the Participant dies prior to a Separation from Service.  The Survivor’s Benefit will be determined as set forth in the Participant’s Joinder Agreement in accordance with one of the following alternatives:

(a)           the Survivor’s Benefit shall be equal to the amount that would have been payable to the Executive if the Executive had lived until his or her Benefit Age and retired immediately prior to death and shall be paid in equal monthly installments over the Payout Period, or

(b)          the Survivor’s Benefit shall equal the Executive’s Accrued Benefit          determined at the date of the Executive’s death, payable in a lump sum within 90 days of the Executive’s death.

1.27                            Vested Percentage” means the percentage of a Participant’s Accrued Benefit available to pay a benefit to a Participant who has a Separation from Service (other than due to death) prior to Benefit Age.

1.28                            “Vesting Rate” means the rate set forth in certain Participants’ Joinder Agreements.  In the event of a Separation from Service prior to Benefit Age, the Vesting Rate shall be multiplied by the Participant’s Accrued Benefit to determine the Participant’s Vested Percentage of  the Accrued Benefit.

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SECTION II

ESTABLISHMENT OF RABBI TRUST

The Bank intends to establish a rabbi trust into which the Bank intends to contribute assets which shall be held therein, subject to the claims of the Bank’s creditors in the event of the Bank’s “Insolvency” as defined in the agreement which establishes such rabbi trust, until the contributed assets are paid to  Executives and their Beneficiaries in such manner and at such times as specified in this Plan. It is the intention of the Bank to contribute cash or other property to the rabbi trust to provide the Bank with a source of funds to assist it in meeting the liabilities of this Plan. To the extent the language in this Plan is modified by the language in the rabbi trust agreement, the rabbi trust agreement shall supersede this Plan. In the event of a Change in Control, the Bank shall transfer to the rabbi trust within thirty (30) days prior to such Change in Control, the present value (applying the Interest Factor) of an amount sufficient to fully fund the Supplemental Retirement Benefit for each Executive covered by this Plan.

SECTION III

BENEFITS

3.1                                  Retirement Benefit .

(a)           Supplemental Retirement Benefit.   If a Participant is in service with the Bank until reaching Benefit Age, the Participant shall be entitled to the Supplemental Retirement Benefit. Such benefit shall commence within ninety (90) days following the Participant’s Benefit Eligibility Date and shall be payable in equal monthly installments throughout th