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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 institu
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