TERM LOAN AGREEMENT $900,000.00 By and Between CITIZENS BANCSHARES CORPORATION and SUNTRUST BANK, ATLANTA Dated: April 22, 1996

TERM LOAN AGREEMENT
$900,000.00
By and Between
CITIZENS BANCSHARES CORPORATION
and
SUNTRUST BANK, ATLANTA
Dated: April 22, 1996

TABLE OF CONTENTS

ARTICLE I
DEFINITIONS AND ACCOUNTING TERMS . . . . . . . . . . . 1
Section 1.01. Defined Terms. . . . . . . . . . . . 1
Section 1.02. Accounting Terms. . . . . . . . . . . .3

ARTICLE II
AMOUNT AND TERMS OF THE LOAN . . . . . . . . . . . . .3
Section 2.01. Term Loan. . . . . . . . . . . . . . . 3
Section 2.02. Interest. . . . . . . . . . . . . . . . 4
Section 2.03. Term Note. . . . . . . . . . . . . . . 4
Section 2.04. Method of Payment. . . . . . . . . . . 4
Section 2.05. Use of Proceeds. . . . . . . . . . . . 4

ARTICLE III
FUNDING . . . . . . . . . . . . . . . . . . . . . . 4
Section 3.01. FUNDING. . . . . . . . . . . . . . . 4

ARTICLE IV
REPRESENTATIONS AND WARRANTIES . . . . . . . . . . . 5
Section 4.01. Incorporation, Good Standing,
and Due Qualification. . . . . . . 5
Section 4.02. Corporate Power and Authority. . . 5
Section 4.03. Legally Enforceable Agreement. . . . . 6
Section 4.04. Financial Statements. . . . . . . . . . 6
Section 4.05. Labor Disputes and Acts of God. . . . . 6
Section 4.06. Other Agreements. . . . . . . . . . . 6
Section 4.07. Litigation. . . . . . . . . . . . . . 6
Section 4.08. No Defaults on Outstanding
Judgments or Orders. . . . . . . . . . 6
Section 4.09. Ownership and Liens. . . . . . . . . 6
Section 4.10. Subsidiaries and Ownership of Stock. 7
Section 4.11. ERISA. . . . . . . . . . . . . . . . . 7
Section 4.12. Operation of Business. . . . . . . . . 7
Section 4.13. Taxes. . . . . . . . . . . . . . . . 7
Section 4.14. Absence of Undisclosed Liabilities. . . 7
Section 4.15. Governmental Approval . . . . . . . . 7
Section 4.16. Regulatory Compliance and Notice of
Regulatory Action . . . . . . . . . . . 7
Section 4.17. Securities Activities. . . . . . . . . 8
Section 4.18. Deposit Insurance. . . . . . . . . . . 8
Section 4.19. Investment Portfolio. . . . . . . . . . 8
Section 4.20. Adversely Classified Assets. . . . . . 8
Section 4.21. Reserves. . . . . . . . . . . . . . . . 8
Section 4.22. Loan Delinquencies. . . . . . . . . . . 8

ARTICLE V
AFFIRMATIVE COVENANTS . . . . . . . . . . . . . . . . 9
Section 5.01. Use of Proceeds. . . . . . . . . . . 9
Section 5.02. Maintenance of Existence. . . . . . . . 9
Section 5.03. Maintenance of Records. . . . . . . . . 9
Section 5.04. Maintenance of Properties. . . . . . . 9
Section 5.05. Conduct of Business. . . . . . . . . . 9
Section 5.06. Maintenance of Insurance. . . . . . . . 9
Section 5.07. Compliance with Laws. . . . . . . . . . 9
Section 5.08. Right of Inspection. . . . . . . . . . 9
Section 5.09. Deposit Insurance. . . . . . . . . . . 9
Section 5.10. Reporting Requirements. . . . . . . . . 9
Section 5.11. Environment. . . . . . . . . . . . . 11
Section 5.12. Composite Rating. . . . . . . . . . 11
Section 5.13. Capital Adequacy. . . . . . . . . . . 11

ARTICLE VI
NEGATIVE COVENANTS . . . . . . . . . . . . . . . . 12
Section 6.01. Liens. . . . . . . . . . . . . . . . 12
Section 6.02. Debt. . . . . . . . . . . . . . . . . 12
Section 6.03. Mergers, Acquisitions, Etc. . . . . . 13
Section 6.04. Leases. . . . . . . . . . . . . . . . 13
Section 6.05. Sale and Leaseback. . . . . . . . . . 13
Section 6.06. Dividends. . . . . . . . . . . . . . 13
Section 6.07. Sale of Assets. . . . . . . . . . . . 13
Section 6.08. Guaranties, Etc. . . . . . . . . . . 13
Section 6.09. Transactions with Affiliates. . . . . 13

ARTICLE VII
FINANCIAL COVENANTS . . . . . . . . . . . . . . . 14
Section 7.01. Capital Expenditures. . . . . . . . . 14
Section 7.02. Borrower Capital. . . . . . . . . . . 14
Section 7.03. Subsidiary Capital. . . . . . . . . . 14
Section 7.04. Return on Assets. . . . . . . . . . . 14
Section 7.05. Return on Equity. . . . . . . . . . . 14
Section 7.06. . . . . . . . . . . . . . . . . . . . 14
Loan Delinquencies. . . . . . . . . . . . . . . . . 14
Section 7.07. Reserves. . . . . . . . . . . . . . . 14
Section 7.08. Asset Quality. . . . . . . . . . . 14

ARTICLE VIII
EVENTS OF DEFAULT . . . . . . . . . . . . . . . . 14
Section 8.01. Events of Default. . . . . . . . . . 14
Section 8.02. Remedies upon Event of Default. . . . 16

ARTICLE IX
MISCELLANEOUS . . . . . . . . . . . . . . . . . . . 17
Section 9.01. Amendments, Etc. . . . . . . . . . . 17
Section 9.02. Notices, Etc. . . . . . . . . . . . . 17
Section 9.03. No Waiver. . . . . . . . . . . . . . 18
Section 9.04. Successors and Assigns. . . . . . . . 18
Section 9.05. Costs, Expenses, and Taxes. . . . . . 18
Section 9.06. Integration. . . . . . . . . . . . . 18
Section 9.07. Indemnity. . . . . . . . . . . . . . 18
Section 9.08. Governing Law. . . . . . . . . . . . 18
Section 9.09. Severability of Provisions. . . . . . 18
Section 9.10. Participations. . . . . . . . . . . . 18
Section 9.11. Headings. . . . . . . . . . . . . . . 19
Section 9.12. Jury Trial Waiver. . . . . . . . . . 19

EXHIBITS

Exhibit Title Referenced Under

A Banks Section 1.01
B Collateral Section 1.01
C Security Agreement Section 1.01
D Term Note Section 2.03
E Opinion of Counsel for Borrower Section 3.01
F Officer's Certificate Section 3.01
G Litigation Section 4.07
H Certificate of No Default Section 5.10
I Permitted Liens Section 6.01
J Permitted Debt Section 6.02

TERM LOAN AGREEMENT

THIS TERM LOAN AGREEMENT (the "Agreement") dated as of
April 22, 1996 between CITIZENS BANCSHARES CORPORATION, a
Georgia corporation, whose principal place of business is at ▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ (the "Borrower") and
SUNTRUST BANK, ATLANTA, a Georgia banking corporation whose
principal place of business is at ▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇
▇▇▇▇▇ (the "Lender"). The parties hereto hereby agree as
follows:

ARTICLE I

DEFINITIONS AND ACCOUNTING TERMS

Section 1.01. Defined Terms. As used in this
Agreement, the following terms have the following meanings (terms
defined in the singular to have same meaning when used in the
plural and vice versa):

"Affiliate" means any Person (1) which directly or
indirectly controls, or is controlled by, or is under common
control with Borrower or a Subsidiary; (2) which directly or
indirectly beneficially owns or holds five percent (5.0%) or more
of any class of voting stock of Borrower or any Subsidiary; or
(3) five percent (5.0%) or more of the voting stock of which is
directly or indirectly beneficially owned or held by Borrower or
a Subsidiary. The term "control" means the possession, directly
or indirectly, of the power to direct or cause the direction of
the management and policies of a Person whether through the
ownership of voting securities, by contract, or otherwise.

"Agreement" means this Term Loan Agreement, as amended,
supplemented, or modified from time to time.

"Bank" means each Subsidiary of Borrower that is listed
on Exhibit A, attached hereto and incorporated herein, which is a
banking association or banking corporation organized under either
the laws of the United States or of a state in the United States.

"Business Day" means any day other than a Saturday,
Sunday, or other day on which commercial banks in Georgia are
authorized or required to close under the laws of the State of
Georgia.

"Call Reports" means, with respect to any Bank, such
Bank's Consolidated Reports of Condition and Income filed with
such Bank's applicable federal Regulatory Authority.

"Capital Lease" means all leases which have been or
should be capitalized on the books of the lessee in accordance
with generally accepted accounting principles.

"Code" means the Internal Revenue Code of 1986, as
amended from time to time, and the regulations and published
interpretations thereof.

"Collateral" means all property which is subject to the
Lien granted by any Loan Document, including, without limitation,
the real and personal property identified and described on
Exhibit B attached hereto and incorporated herein.

"Commitment" means Lender's obligation to make Loans to
Borrower pursuant to Section 2.01 in the amount referred to
therein.

"Commonly Controlled Entity" means an entity, whether
or not incorporated, which is under common control with Borrower
within the meaning of Section 414(b) or 414(c) of the Code.

"Debt" means (1) indebtedness or liability of Borrower
or any Subsidiaries for borrowed money; (2) obligations of
Borrower or any Subsidiaries evidenced by bonds, debentures,
notes, or other similar instruments; (3) obligations of Borrower
or any Subsidiaries for the deferred purchase price of property
or services (including trade obligations); (4) obligations of
Borrower or any Subsidiaries as lessee under Capital Leases; (5)
liabilities of Borrower or any Subsidiaries in respect of
unfunded vested benefits under Plans covered by ERISA; (6) all
guarantees, endorsements (other than for collection or deposit in
the ordinary course of business), interest rate swaps, and other
contingent obligations of Borrower or any Subsidiaries to
purchase, to provide funds for payment, to supply funds to invest
in any Person or entity, or otherwise to assure a creditor
against loss (except loans or letters of credit made or issued in
the ordinary course of business); and (7) obligations of Borrower
or any Subsidiaries, other than obligations as a lender, secured
by any Liens, whether or not the obligations have been assumed.
The term "Debt" does not include any deposit liabilities of any
Bank.

" Double Leverage Ratio" means the ratio of the
aggregate investment of Borrower in the capital notes and capital
stock of its Subsidiaries, including its interest in
undistributed earnings and intangibles (determined in accordance
with GAAP) of its Subsidiaries, to consolidated net worth of
Borrower.

"ERISA" means the Employee Retirement Income Security
Act of 1974, as amended from time to time, and the regulations
and published interpretations thereof.

"Event of Default" means any of the events specified in
Section 8.01, provided that any requirement for the giving of
notice, the lapse of time, or both, or any other condition, has
been satisfied.

"GAAP" means generally accepted accounting principles
in the United States.

"Governmental Authority" means any nation or
government, any state or political subdivision thereof and any
entity exercising executive, legislative, judicial, regulatory,
or administrative functions of or pertaining to government.

" Lien" means any charge, encumbrance, security
interest, or right in property of Borrower or its Subsidiaries
created by any mortgage, deed of trust, pledge, security
interest, hypothecation, assignment, deposit arrangement,
encumbrance, lien (statutory or other), or preference, priority,
or other security agreement or preferential arrangement, charge,
or encumbrance of any kind or nature whatsoever (including,
without limitation, any conditional sale or other title retention
agreement, any financing lease having substantially the same
economic effect as of the foregoing, or the filing of any
f i nancing statement under the Uniform Commercial Code or
comparable law of any jurisdiction to evidence any of the
foregoing).

"Loan" shall have the meaning assigned to such term in
Section 2.01.

"Loan Document" means this Agreement, the Note, the
Security Agreement, or any deed to secure debt, mortgage, deed of
trust, pledge agreement, security agreement, or other agreement
evidencing or securing the Loan (two or more of the foregoing
b e ing also referred to collectively herein as the "Loan
Documents").

"Multiemployer Plan" means a Plan described in Section
4001(a)(3) of ERISA.

"Note" shall have the meaning assigned to such term in
Section 2.03.

"PBGC" means the Pension Benefit Guaranty Corporation
or any entity succeeding to any or all of its functions under
ERISA.

"Person" means an individual, partnership, corporation,
business trust, joint stock company, trust, unincorporated
association, joint venture, governmental authority, or other
entity of whatever nature.

"Plan" means any pension plan which is covered by Title
IV of ERISA and in respect of which Borrower or a Commonly
Controlled Entity is an "employer" as defined in Section 3(5) of
ERISA.

"Prime Rate" means the rate of interest announced by
the Lender from time to time as its prime commercial lending
rate, which rate is not necessarily the lowest rate of interest
charged by Lender to its borrowers.

"Principal Office" means Lender's office at ▇▇ ▇▇▇▇
▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇.

2
"Prohibited Transaction" means any transaction set
forth in Section 406 of ERISA or Section 4975 of the Code.

"Regulatory Authority" or "Regulatory Authorities"
means the Federal Reserve Board and, as applicable, the
Department of Banking of a state of the United States, the
Federal Deposit Insurance Corporation, the Office of the
Comptroller of the Currency and any other agency with regulatory
control over Borrower, any Bank or any Subsidiary.

"Reportable Event" means any of the events set forth in
Section 4043 of ERISA.

" Security Agreement" means the Stock Pledge and
Security Agreement in substantially the form of Exhibit C, to be
delivered by Borrower under the terms of this Agreement.

"Subsidiary" means, as to Borrower, a corporation of
which shares of stock having ordinary voting power (other than
stock having such power only by reason of the happening of a
contingency) to elect a majority of the board of directors or
other managers of such corporation are, at the time, owned, or
the management of which corporation is otherwise controlled,
directly or indirectly, through one or more intermediaries, or
both, by thee Borrower. The term "Subsidiary" shall specifically
include Banks.

"Tier I Capital" means those components of the equity
capital of Borrower or of any Bank which, in the aggregate,
constitute the core or primary capital of Borrower or the
respective Bank, as those components are determined and defined
from time to time by the Regulatory Authority having primary
jurisdiction over Borrower or such Bank.

"Tier II Capital" means those components of the equity
capital of Borrower or of any Bank which, in the aggregate,
c o n stitute the supplementary capital of Borrower or the
respective Bank, as those components are determined and defined
from time to time by the Federal Regulatory Authority having
primary jurisdiction over Borrower or any Bank.

"Total Capital" means the total of the amounts of Tier
I Capital and Tier II Capital that qualify, under the applicable
regulations of the Federal Regulatory Authority having primary
jurisdiction over Borrower or any Bank, for inclusion in the
computation of leverage capital requirements and risk-weighted
capital requirements.

Section 1.02. Accounting Terms. All accounting terms
not specifically defined herein shall be construed in accordance
with generally accepted accounting principles consistent with
those applied in the preparation of the financial statements
referred to in Section 4.04, and all financial data submitted
pursuant to this Agreement shall be prepared in accordance with
such principles.

ARTICLE II

AMOUNT AND TERMS OF THE LOAN

Section 2.01. Term Loan. Lender agrees on the terms
and conditions hereinafter set forth to make a loan (the "Loan")
to Borrower on the date of this Agreement in the principal amount
of NINE HUNDRED THOUSAND AND NO/100 DOLLARS ($900,000.00).

Section 2.02. Interest. Borrower shall pay interest
to Lender on the outstanding and unpaid principal amount of the
Loan made under this Agreement at a rate per annum equal to the
Prime Rate minus twenty-five basis points. Any change in the
interest rate resulting from a change in the Prime Rate shall
become effective as of the opening of business on the day on
which such change in the Prime Rate shall become effective.
Interest shall be calculated on the basis of a year of three
hundred sixty (360) days for the actual number of days elapsed.
Interest shall be paid in immediately available funds on the last
day of each quarter, commencing on June 30, 1996, and at maturity
at the Principal Office. Any principal amount not paid when due
(at maturity, by acceleration, or otherwise) shall bear interest
thereafter until paid in full, payable on demand, at a rate which
shall be two percent (2.0%) above the rate which would otherwise
be applicable.
3

Section 2.03. Term Note. Borrower's obligation to
repay the Loan shall be evidenced by its promissory note (the
"Note") in substantially the form of Exhibit D attached hereto
with blanks appropriately filled in and payable to the order of
Lender. The Note shall be dated the date of this Agreement and
the principal of the Loan shall be repaid in twenty (20) equal
quarterly installments, each in the amount of Forty-Five Thousand
and No/100 Dollars ($45,000.00) and the first installment shall
be due on June 30, 1996, with subsequent installments due on the
last day of each quarter thereafter to and including March 31,
2001; provided, however that the last such installment shall be
in the amount necessary to repay in full the unpaid principal
amount, annual interest, and other charges of the Loan.

Section 2.04. Method of Payment. Borrower shall make
each payment under this Agreement and under the Note on the date
when due in lawful money of the United States to Lender at its
Principal Office in immediately available funds. Borrower hereby
authorizes Lender, if and to the extent payment is not made when
due under this Agreement and under the Note, to charge from time
to time against any account of Borrower with Lender any amount so
due. Whenever any payment to be made under this Agreement or
under the Note shall be stated to be due on a day other than a
Business Day, such payment shall be made on the next succeeding
Business Day, and such extension of time shall in such case be
included in the computation of payment of interest.

Section 2.05. Use of Proceeds. The proceeds of the
Loan hereunder shall be used by Borrower to refinance existing
debt originally owed to and held by the Resolution Trust
Corporation. Borrower will not, directly or indirectly, use any
part of such proceeds for the purpose of purchasing or carrying
any margin stock within the meaning of Regulation U of the Board
of Governors of the Federal Reserve System or to extend credit to
any Person for the purpose of purchasing or carrying any such
margin stock, or for any purpose which violates, or is
inconsistent with, Regulation X of such Board of Governors.

ARTICLE III

FUNDING

Section 3.01. FUNDING. The obligation of Lender to
fund the Loan is subject to the condition precedent that Lender
shall have received on or before the day of the Loan each of the
following, in form and substance satisfactory to Lender and its
counsel:

(1) Note. The Note duly executed by Borrower;

(2) Security Agreement. A Security Agreement executed
and delivered by Borrower to Lender in form and substance
satisfactory to Lender in which Borrower shall agree to pledge
and assign to Lender and to grant to Lender a first-priority
security interest in, all right, title, and interest of Borrower
in and to all common stock of (i) Citizen Trust Bank, registered
in the name of (street name or otherwise) or owned by Borrower
and all proceeds of such shares, together with such stock
certificates, stock papers, and financing statements as lender
deems necessary to perfect the security interest of Lender in the
Collateral;

(3) Evidence of All Corporate Action by Borrower.
Certified (as of the date of this Agreement) copies of all
corporate action taken by Borrower, including resolutions of its
Board of Directors, authorizing the execution, delivery, and
performance of the Loan Documents to which it is a party and each
other document to be delivered pursuant to this Agreement;

(4) Incumbency and Signature Certificate of Borrower.
A certificate (dated as of the date of this Agreement) of the
Secretary of Borrower certifying the names and true signatures of
officers of Borrower authorized to sign the Loan Documents to
which it is a party and each other documents to be delivered by
Borrower under this Agreement;

(5) Opinion of Counsel for Borrower. A favorable
opinion of ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇, P.C., legal counsel for
Borrower, in substantially the form of Exhibit E, and as to such
other matters as the Lender may reasonably request;

(6) Officer's Certificate. A certificate signed by a
duly authorized officer of Borrower dated the date of this
Agreement, in substantially the form of Exhibit F;

(7) Insurance Certificates. Certificates or policies
of insurance evidencing compliance with the applicable provisions
of this Agreement;

(8) Additional Documentation. Such other approvals,
opinions, or documents as Lender may reasonably request;

(9) Regulatory Approval. Copies of any and all
necessary Governmental Authority or Regulatory Authority
approvals; and

(10) No Material Adverse Change. A certificate signed
by a duly authorized officer of Borrower stating that there has
been no material adverse change in the condition (financial or
o t h e rwise), business, or operations of Borrower or any
Subsidiary.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES

In order to induce Lender to enter into the Agreement
and to disburse the proceeds of the Loan, Borrower represents and
warrants to Lender that:

Section 4.01. Incorporation, Good Standing, and Due
Qualification. Borrower and each of its non-bank Subsidiaries is
a corporation duly incorporated, validly existing, and in good
standing under the laws of the jurisdiction of its incorporation.
Citizens Trust Bank is a Commercial Bank duly organized, validly
existing, and in good standing under the laws of the State of
Georgia. Borrower and each of its Subsidiaries has the corporate
power and authority to own its assets and to transact the
business in which it is now engaged or proposed to be engaged;
and is duly qualified as a foreign corporation and in good
standing under the laws of each other jurisdiction in which such
qualification is required.

Section 4.02. Corporate Power and Authority. The
execution, delivery, and performance by Borrower of the Loan
Documents and the creation of the security interest provided for
under the Security Agreement are within Borrower's corporate
powers and have been duly authorized by all necessary corporate
action and do not and will not (1) require any consent or
approval of the stockholders of Borrower; (2) contravene such
Borrower's charter or bylaws; (3) violate any provision of any
law, rule, regulation (including, without limitation, Regulations
U and X of the Board of Governors of the Federal Reserve System),
order, writ, judgment, injunction, decree, determination, or
award presently in effect having applicability to Borrower; (4)
result in a breach of or constitute a default under any indenture
or loan or credit agreement or any other agreement, lease, or
instrument to which such corporation is a party or by which it or
its properties may be bound or affected; (5) result in, or
require, the creation or imposition of any Lien, except as
contemplated by the Security Agreement, upon or with respect to
any of the properties now owned or hereafter acquired by
Borrower; and (6) cause Borrower to be in default under any such
law, rule, regulation, order, writ, judgment, injunction, decree,
determination, or award of any such indenture, agreement, lease,
or instrument.

Section 4.03. Legally Enforceable Agreement. This
Agreement is, and each of the other Loan Documents are legal,
valid, and binding obligations of Borrower, and enforceable
against Borrower in accordance with their respective terms,
except to the extent that such enforcement may be limited by
applicable bankruptcy, insolvency, and other similar laws
affecting creditors' rights generally.

Section 4.04. Financial Statements. The consolidated
balance sheet of Borrower and its Subsidiaries as of December 31,
1995, and the related consolidated statements of income,
shareholder's equity, and cash flows of Borrower and its
Subsidiaries for the fiscal year then ended, and the accompanying
footnotes, together with the opinion thereon, dated December 31,
1995 of KPMG Peat Marwick LLP, independent certified public
accountants, copies of which have been furnished to Lender, are
complete and correct and fairly present the financial condition
of Borrower and its
5

Subsidiaries as at such dates and the results
of the operations of Borrower and its Subsidiaries for the
periods covered by such statements, all in accordance with GAAP;
and since December 31, 1995, there has been no material adverse
change in the condition (financial or otherwise), business, or
operations of Borrower or any Subsidiary. There are no
liabilities of Borrower or any Subsidiary, fixed or contingent,
which are material but are not reflected in the financial
statements or in the notes thereto, other than liabilities
arising in the ordinary course of business since December 31,
1995. No information, exhibit, or report furnished by Borrower
to Lender in connection with the approval of the Loan or
negotiation of this Agreement contains any material misstatement
of fact or omitted to state a material fact or any fact necessary
to m ake the statement contained therein not materially
misleading.

Section 4.05. Labor Disputes and Acts of God. Neither
the business nor the properties of Borrower or any Subsidiary are
affected by any fire, explosion, accident, strike, lockout or
other labor dispute, drought, storm, hail, earthquake, embargo,
act of God or of the public enemy, or other casualty (whether or
not covered by insurance) materially and adversely affecting such
business or properties or the operation of Borrower or such
Subsidiary.

Section 4.06. Other Agreements. Neither Borrower nor
any Subsidiary is a party to any indenture, loan, credit
agreement, regulatory agreement or imposition, or to any lease or
other agreement or instrument, or subject to any charter or
corporate restriction which could have a material adverse effect
on the business, properties, assets, operations, or conditions,
financial or otherwise, of Borrower or any Subsidiary or the
ability of Borrower to carry out its obligations under the Loan
Documents to which it is a party. Neither Borrower nor any
Subsidiary is in material default in any respect in the
performance, observance, or fulfillment of any of the
obligations, covenants, or conditions contained in any agreement
or instrument to which it is a party.

Section 4.07. Litigation. Except as is set forth
expressly on Exhibit G attached hereto, no action or proceeding
is pending or, threatened against, or affecting, Borrower or any
of its Subsidiaries before any court, board, commission,
governmental agency, or arbitrator, which if determined adversely
to the interests of Borrower could result in an uninsured
liability of Borrower or any of its Subsidiaries of $25,000.00 or
more.

Section 4.08. No Defaults on Outstanding Judgments or
Orders. Borrower and its Subsidiaries have satisfied all
judgments, and neither Borrower nor any Subsidiary is in default
with respect to any judgment, writ, injunction, decree, rule, or
regulation of any court, arbitrator, federal, state, municipal,
or other governmental authority, commission, board, bureau,
agency, or instrumentality, domestic or foreign.

Section 4.09. Ownership and Liens. Borrower and each
Subsidiary have title to, or valid leasehold interests in, all of
their properties and assets, real and personal, including the
properties and assets and leasehold interest reflected in the
financial statements referred to in Section 4.04 (other than any
properties or assets disposed of in the ordinary course of
business), and none of the properties and assets owned by
Borrower or any Subsidiary and none of their leasehold interests
is subject to any Lien, except such as may be permitted pursuant
to Section 6.01 of this Agreement.

Section 4.10. Subsidiaries and Ownership of Stocks.
Borrower's audited and consolidated financial statement, as
provided to Lender, represent a complete and accurate list of the
Subsidiaries of Borrower. All of the outstanding capital stock
of each Subsidiary has been validly issued, is fully paid and
nonassessable, and is owned by Borrower free and clear of all
Liens.

Section 4.11. ERISA. With respect to each plan
maintained by Borrower and each Subsidiary, Borrower and each
Subsidiary are in compliance in all material respects with all
applicable provisions of ERISA. Neither a Reportable Event nor a
Prohibited Transaction has occurred and is continuing with
respect to any Plan; no notice of intent to terminate a Plan has
been filed, nor has any Plan been terminated; no circumstances
exist which constitute grounds entitling the PBGC to institute
proceedings to terminate, or appoint a trustee to administer, a
Plan, nor has the PBGC instituted any such proceedings; neither
Borrower nor any Commonly Controlled Entity has completely or
partially withdrawn from a Multiemployer Plan; Borrower and each
Commonly Controlled Entity have met their minimum funding
requirements under ERISA with respect to all of their Plans, and
the present value of all vested benefits under each Plan exceeds
the fair market value of all Plan assets allocable to such
benefits, as determined on the most recent valuation date of the
Plan and in accordance with the provisions of ERISA; and neither
Borrower nor any Commonly Controlled Entity has incurred any
liability to the PBGC under ERISA.

Section 4.12. Operation of Business. Borrower and its
Subsidiaries possess all licenses, permits, franchises, patents,
copyrights, trademarks, and trade names, or rights thereto,
necessary to conduct their respective businesses substantially as
now conducted and as presently proposed to be conducted, and
Borrower and its Subsidiaries are not to Borrower's knowledge, in
violation of any valid rights of others with respect to any of
the foregoing.

Section 4.13. Taxes. Borrower and each of its
Subsidiaries have filed all tax returns (federal, state, and
local) required to be filed and have paid all taxes, assessments,
and governmental charges and levies shown thereon to be due,
including interest and penalties. The federal income tax
liabilities of Borrower and its Subsidiaries have been audited
by the Internal Revenue Service and have been finally determined
and satisfied for all taxable years up to and including the
taxable year ended December 31, 1995.

Section 4.14. Absence of Undisclosed Liabilities.
Except as reflected in the audited consolidated balance sheet of
Borrower at December 31, 1995 (including the notes thereto), as
of December 31, 1995, neither Borrower nor any Subsidiary had any
material liability or obligation whatsoever, whether accrued,
absolute, contingent, or otherwise that should, in accordance
with GAAP, have been disclosed in such financial statements and
notes thereto. Since December 31, 1995, neither Borrower nor any
Subsidiary has incurred any material liability or obligation,
except for liabilities and obligations incurred in the ordinary
course of business or that will not have a material adverse
effect on Borrower.

Section 4.15. Governmental Approval. All permits,
consents, authorizations, approvals, declarations, notifications,
filings or registrations with any Governmental Authority or
Regulatory Authority or any third party which are necessary in
connection with the consummation of this transaction have been
obtained on or before the date hereof.

Section 4.16. Regulatory Compliance and Notice of
Regulatory Action. Borrower and each Subsidiary are in
compliance in all material respects with all laws, statutes,
ordinances, and governmental rules, regulations, or requirements
relating to or affecting their business or operations. There are
no outstanding notices of charges, cease-and-desist orders
(temporary or otherwise), or orders to take affirmative action
issued by any Governmental Authority or Regulatory Authority
against Borrower, any Bank or any Subsidiary, or any director,
officer, employee or agent of Borrower, any Bank or any
Subsidiary. No agreement or memorandum of understanding has been
entered into between any Governmental Authority or Regulatory
Authority and Borrower, any Bank or any Subsidiary or any
director, officer, employee or agent of Borrower, any Bank or any
Subsidiary. No notice of intention to remove from office or
notice of intention to suspend from office has been served upon
any officer or director of Borrower, any Bank or any Subsidiary
by any Governmental Authority or Regulatory Authority.

Section 4.17. Securities Activities. Borrower has not
issued any securities except as were (a) duly registered under
the Securities Act of 1933, as amended, and applicable blue sky
laws, or (b) validly exempt from registration.

Section 4.18. Deposit Insurance. Each Bank is an
"insured depository institution" within the meaning of Section 3
(c)(2) of the Federal Deposit Insurance Act, as amended.

Section 4.19. Investment Portfolio. The current fair
market value and book value of the investment portfolio (total
assets less loans, fixed assets, and cash) of each Bank as
reflected on the financial statement for each such Subsidiary as
of December 31, 1995 was as follows:

Bank Market Value Book Value

Citizen Trust Bank $32,337,888.00 $32,108,125.00

Section 4.20. Adversely Classified Assets. The March
29, 1996 internal examination with respect to each Bank reveals
the following adversely classified or special mentioned assets:

Bank
Citizen Trust Bank

Asset Type Asset Classification

Special Sub-
Mention standard Doubtful Loss

Loans 2,608,955 3,837,017 0 0
Other Real Estate 0 0 0 0
Repossessions 0 0 0 0
Totals 2,608,955 3,837,017 0 0

Section 4.21. Reserves. As of March 29, 1996, the
reserves created for loan and other losses of each were
sufficient and met the minimum requirements of the Regulatory
Authority with primary jurisdiction over each Bank. As of March
29, 1996, the reserves stated as a percentage of total loans for
each Bank are as follows:

Bank
Citizen Trust Bank - 2.16% $1,546,303/$71,601,470
Reserves / Tot. Loans

Section 4.22. Loan Delinquencies. As of March 29,
1996, the principal outstanding balance plus accrued interest on
delinquent loans (loans ninety (90) days or more in arrears) for
each Bank was as follows:

Bank
Citizens Trust Bank

Aggregate Principal Amount of Delinquent Loans - $1,360,741

ARTICLE V

AFFIRMATIVE COVENANTS

So long as the Note shall remain unpaid, Borrower will:

Section 5.01. Use of Proceeds. Use the proceeds of
the Loan only for the purpose set forth herein, and will furnish
Lender such evidence as it may reasonably require with respect to
such use.

Section 5.02. Maintenance of Existence. Preserve and
maintain, and cause each Subsidiary to preserve and maintain, its
corporate existence and good standing in the jurisdiction of its
incorporation, and qualify and remain qualified, and cause each
Subsidiary to qualify and remain qualified, as a foreign
corporation in each jurisdiction in which such qualification is
required.

Section 5.03. Maintenance of Records. Keep, and cause
each Subsidiary to keep, adequate records and books of account,
in which complete entries will be made in accordance with GAAP
consistently applied, reflecting all financial transactions of
Borrower and its Subsidiaries.

8
Section 5.04. Maintenance of Properties. Maintain,
keep, and preserve, and cause each Subsidiary to maintain, keep,
and preserve, all of its properties (tangible and intangible)
necessary or useful in the proper conduct of its business in good
working order and condition, ordinary wear and tear excepted.

Section 5.05. Conduct of Business. Continue, and
cause each Subsidiary to continue, to engage in a business of the
same general type as now conducted by it on the date of this
Agreement.

Section 5.06. Maintenance of Insurance. Maintain and
see that its Subsidiaries maintain, or cause to be maintained,
insurance coverages including, but not limited to, bankers'
blanket bonds, public liability insurance, and fire and extended
coverage insurance on all assets owned by them.

Section 5.07. Compliance with Laws. Comply, and cause
each Subsidiary to comply, in all material respects with all
applicable laws, rules, regulations, orders, and material
agreements to which they are subject, such compliance to include,
without limitation, maintaining adequate cash reserves for the
payment of, and paying before the same become delinquent, all
taxes, assessments, and governmental charges imposed upon it or
upon its property except as contested in good faith.

Section 5.08. Right of Inspection. At any reasonable
time and from time to time, permit Lender or any agent or
representatives thereof to examine and make copies of and
abstracts from the records and books of account of, and visit the
properties of, Borrower and any Subsidiary, and to discuss the
affairs, finances, and accounts of Borrower and any Subsidiary
w i th any of their respective officers and directors and
Borrower's independent accountants.

Section 5.09. Deposit Insurance. Borrower will cause
each Bank to maintain federal deposit insurance and to be a
member of the Federal Deposit Insurance Corporation (or any
successor thereto).

Section 5.10. Reporting Requirements. Furnish to
Lender:

(1) Quarterly Financial Statements. As soon as
available and in any event within forty-five (45) days after the
end of each of the first three (3) quarters of each fiscal year
of Borrower, interim unaudited consolidated and unconsolidated
balance sheets of Borrower, and related statements of income,
shareholders equity and cash flows of Borrower for the prior
quarter prepared in accordance with GAAP.

(2) Call Reports. As soon as available, and in any
event within thirty (30) days after the end of each fiscal
quarter of Borrower, copies of all Consolidated Reports of
Condition and Consolidated Reports of Income or Borrower and each
Bank as filed with the Federal Deposit Insurance Corporation (or
any successor thereto) and/or the Comptroller of the Currency (or
any successor), signed by the chief financial officer of Borrower
and each Bank.

(3) Annual Financial Statements. As soon as available
and in any event within one hundred twenty (120) days after the
end of each fiscal year of Borrower, consolidated and
unconsolidated balance sheets of Borrower and its Subsidiaries as
o f t h e end of such fiscal year and consolidated and
unconsolidated statements of income, shareholder's equity, and
cash flows of Borrower and its Subsidiaries for such fiscal year,
all in reasonable detail and stating in comparative form the
respective figures for the corresponding date and period in the
prior fiscal year and all prepared in accordance with GAAP and
accompanied by an opinion thereon acceptable to Lender by KPMG
Peat Marwick, LLP. or other accountants selected by Borrower and
acceptable to Lender;

(4) F.R.Y.-6 Annual Report. As soon as available, and
in any event within ten (10) days after the filing thereof, a
copy of Borrower's F.R.Y.-6 Annual Report to the Federal Reserve
System.

(5) Management Letters. Promptly upon receipt
thereof, copies of any reports submitted to Borrower or any
S u bsidiary by independent certified public accountants in
connection with examination of the financial statements of
Borrower or any Subsidiary made by such accountants;

(6) Certificate of No Default. Within forty-five (45)
days after the end of each fiscal year of Borrower, a
certificate of the chief financial officer of Borrower,
substantially in the form of Exhibit H attached hereto and made a
part

9
hereof (a) certifying, inter alia, that (i) the
representations and warranties contained in Article IV hereof and
in each of the Loan Documents remain true and correct (except to
the extent that such representations and warranties relate solely
to an earlier date), (ii) Borrower and Subsidiaries are in
compliance with the covenants set forth herein, and (iii) that no
Event of Default has occurred and is continuing or, if an Event
of Default has occurred and is continuing, a statement as to the
nature thereof and the action which is proposed to be taken with
r e s pect thereto; and (b) with computations demonstrating
compliance with the covenants contained in Article VII;

(7) Accountant's Report. Simultaneously with the
delivery of the annual financial statements referred to in
Section 5.09(2), such statements to the effect that, in making
the examination necessary for the audit of such statements, they
have obtained no knowledge of any condition or event which
constitutes an Event of Default, or if such accountants shall
h a ve obtained knowledge of any such condition or event,
specifying in such certificate each such condition or event, of
which they have knowledge and the nature and status thereof;

(8) Notice of Litigation. Promptly after the
commencement thereof, notice of all actions, suits, and
proceedings before any court or governmental department,
commission, board, bureau, agency, or instrumentality, domestic
or foreign, affecting Borrower or any Subsidiary which, if
determined adversely to Borrower or such Subsidiary, could have a
material adverse effect on the financial condition, properties,
or operations of Borrower or such Subsidiary;

(9) Notice of Events of Default. Borrower will notify
Lender immediately if it becomes aware of the occurrence of any
Event of Default or of any fact, condition, or event that only
with the giving of notice or passage of time, or both, could
become an Event of Default, or of the failure of Borrower to
observe any of their respective undertakings hereunder;

(10) ERISA Reports. As soon as possible, and in any
event within thirty (30) days after Borrower knows or has reason
to know that any circumstances exist that constitute grounds
entitling the PBGC to institute proceedings to terminate a Plan
with respect to Borrower or any Commonly Controlled Entity, and
promptly, but in any event within two (2) Business Days of
receipt by Borrower or any Commonly Controlled Entity of notice
that the PBGC intends to terminate a Plan or appoint a trustee to
administer the same, and promptly, but in any event within five
(5) Business Days of the receipt of notice concerning the
imposition of withdrawal liability in excess of ONE HUNDRED
THOUSAND AND NO/100 DOLLARS ($100,000) with respect to Borrower
or any Commonly Controlled Entity, Borrower will deliver to
Lender a certificate of the chief financial officer of Borrower
setting forth all relevant details and the action which Borrower
proposes to take with respect thereto;

(11) Reports to Other Creditors. Promptly after
request of Lender, copies of any statement or report furnished by
Borrower or any Subsidiary (except such statements or reports
furnished by Borrower or any Subsidiary in the ordinary course of
their respective business as lenders) to any other party pursuant
to the terms of any indenture, loan, credit, or similar agreement
and not otherwise required to be furnished to Lender pursuant to
any other clause of this Section 5.09;

(12) Proxy Statements, Etc. Promptly after the
sending or filing thereof, copies of all proxy statements,
f i n ancial statements, and reports which Borrower or any
Subsidiary sends to its stockholders, and copies of all regular,
periodic, and special reports, and all registration statements
which Borrower or any Subsidiary files with the Securities and
Exchange Commission or any Governmental Authority which may be
substituted therefor, or with any national securities exchange;

(13) Reports to Regulatory Agencies. Promptly after
the sending or filing of the same, copies of all call reports and
other reports, including without limitation responses to
administrative enforcement actions, and modifications or
amendments thereto, that Borrower or its Subsidiaries sends or
files with any Regulatory Authority, except where providing
copies thereof to Lender is expressly prohibited; and

(14) Notice of Regulatory Action. Promptly, written
notice of (i) the issuance of any notice of charges, cease-and-
d e sist order (temporary or otherwise), or order to take
affirmative action by any Governmental Authority or Regulatory
Authority against Borrower, any Bank or any Subsidiary, or any
director, officer, employee or agent of Borrower, any Bank or any
Subsidiary, (ii) the service of any notice of intention to remove
from office or notice of intention to suspend from office by any
Governmental Authority or Regulatory Authority upon any director
or officer of Borrower, any Bank or

any Subsidiary, (iii) the issuance of a notice of termination of
the status of any Bank as an insured bank under the Federal
Deposit Insurance Corporation Act, as amended, or (iv) the
entering into of any agreement or memorandum of understanding
between any Governmental Authority or Regulatory Authority and
Borrower, any Bank or any Subsidiary, or any director, officer,
employee or agent of Borrower, any Bank or any Subsidiary.

(15) Other Financial Data. As soon as available and
in any event within forty-five (45) days after the end of each of
the first three (3) quarters and one hundred twenty (120) days
after the end of the fiscal year, for Borrower and each
Subsidiary, sufficient information to enable Lender to ascertain
whether or not Borrower is in compliance with the Financial
Covenants set forth in Article VII hereof;

(16) Adverse Changes. Promptly after the occurrence
thereof and in no event later than ten (10) days thereafter, full
disclosures of any material adverse changes in the finances or
business of Borrower or any of its Subsidiaries.

(17) General Information. Such other information
respecting the condition or operations, financial or otherwise,
of Borrower or any Subsidiary as Lender may from time to time
reasonably request.

Section 5.11. Environment. Be and remain, and cause
each Subsidiary to be and remain, in all material respects, in
compliance with the provisions of all federal and state
environmental, health, and safety laws, codes and ordinances, and
all rules and regulations issued thereunder; and notify Lender
immediately of any notice of an environmental complaint received
from any governmental agency or any other party.

Section 5.12. Composite Rating. Maintain, and cause
each Bank to maintain, the applicable composite rating (i.e.,
CAMEL, BOPEC, MACRO, or such other applicable composite rating)
of safety and soundness of any banking regulator charged with
examining Borrower or any Bank, which is not less than the
composite rating which exists at the date of this Agreement.

Section 5.13. Capital Adequacy. Maintain, and cause
each Bank to maintain, at all times, the minimum levels of
regulatory capital necessary to maintain the regulatory capital
classification of "Adequately Capitalized," as such term is
defined by the applicable.

ARTICLE VI

NEGATIVE COVENANTS

So long as the Note shall remain unpaid, Borrower will not:

Section 6.01. Liens. Create, incur and assume, or
suffer to exist, or permit any Subsidiary to create, incur,
assume, or suffer to exist, any Lien upon or with respect to any
of its properties, now owned or hereafter acquired, except:

(1) Liens in favor of Lender;

(2) Liens for taxes or assessments or other
governmental charges or levies if not yet due and payable or, if
due and payable, if they are being contested in good faith by
appropriate proceedings and for which appropriate reserves are
maintained;

(3) Liens imposed by law, such as mechanics',
materialmen's, landlords', warehousemen's, and carriers' Liens,
securing obligations incurred in the ordinary course of business
which are not yet due and payable or which are being contested in
good faith by appropriate proceedings and for which appropriate
reserves have been established;

(4) Liens under workers' compensation, unemployment
insurance, Social Security, or similar legislation;

(5) Liens, deposits, or pledges to secure the
performance of bids, tenders, contracts (other than contracts for
the payment of money), leases (permitted under the terms of this
Agreement), public or statutory obligations, surety, stay,

appeal, indemnity, performance, or other similar bonds, or other
similar obligations arising in the ordinary course of business;

(6) Judgment and other similar Liens arising in
connection with court proceedings, provided the execution or
other enforcement of such Liens is effectively stayed and the
claims secured thereby are being actively contested in good faith
and by appropriate proceedings;

(7) Easements, rights-of-way, restrictions, and other
similar encumbrances which, in the aggregate, do not materially
interfere with the occupation, use, and enjoyment by Borrower or
any Subsidiary of the property or assets encumbered thereby in
the normal course of its business or materially impair the value
of the property subject thereto;

(8) Liens incidental to the conduct of banking
business, not incurred in connection with the borrowing of money,
arising out of transactions in federal funds, repurchaser
agreements, interbank credit facilities, bank deposits, or other
obligations to customers or depositors of Borrower's
Subsidiaries, as such, arising under the leases of real and
personal property, or arising out of transactions by Borrower or
any of its Subsidiaries as trustee.

(9) Liens incurred in connection with the borrowing by
a Subsidiary from the Federal Reserve Bank, or the Federal Home
Loan Bank, in the ordinary course of business; and

(10) Those Liens specified in Exhibit I attached
hereto and made a part hereof.

Section 6.02. Debt. Create, incur, assume, or suffer
to exist, or permit any Subsidiary to create, incur, assume, or
suffer to exist, any Debt, except:

(1) Debt of Borrower under this Agreement or the Note;

(2) Debt described in Exhibit J, but no voluntary
prepayments, renewals, extensions, or refinancings thereof;

(3) Debt of a Subsidiary to the Federal Reserve Bank,
or the Federal Home Loan Bank, in the ordinary course of
business;

(4) Accounts payable to trade creditors for goods or
services which are not aged more than sixty (60) days from the
billing date and current operating liabilities (other than for
borrowed money) which are not more than sixty (60) days past due,
in each case incurred in the ordinary course of business, as
presently conducted, and paid within the specified time, unless
contested in good faith and by appropriate proceedings.

Section 6.03. Mergers, Acquisitions, Etc. Wind up,
liquidate, or dissolve itself, reorganize, merge, or consolidate
with or into, or convey, sell, assign, transfer, lease, or
otherwise dispose of (whether in one transaction or in a series
of transactions) all or substantially all of its assets (whether
now owned or hereafter acquired) to any Person, acquire all or
substantially all of the assets or the business of any Person, or
commence or acquire any new business not conducted by it on the
date of this Agreement, or permit any Subsidiary to do so.

Section 6.04. Leases. Create, incur, assume, or
suffer to exist, or permit any Subsidiary to create, incur,
assume, or suffer to exist, any obligation as lessee for the
rental or hire of any real or personal property, except: (1)
leases existing on the date of this Agreement and any extensions
or renewals thereof; (2) leases (other than Capital Leases) which
do not in the aggregate require Borrower and its Subsidiaries on
a consolidated basis to make payments (including taxes,
insurance, maintenance, and similar expense which Borrower or any
Subsidiary is required to pay under the terms of any lease) in
any fiscal year of Borrower in excess of TWO HUNDRED FIFTY
THOUSAND AND NO/100 DOLLARS ($250,000.00); (3) leases between
Borrower and any Subsidiary or between any Subsidiaries.

Section 6.05. Sale and Leaseback. Sell, transfer, or
otherwise dispose of, or permit any Subsidiary to sell, transfer,
or otherwise dispose of, any real or personal property to any
Person and thereafter directly or indirectly lease back the same
or similar property.

Section 6.06. Dividends. After the date hereof, make
any distribution in respect of its capital stock or purchase, or
redeem or otherwise acquire any shares of its outstanding capital
stock unless such action has been approved by the necessary
regulatory authorities and Lender and provided such distribution,
redemption or acquisition shall not impair Borrower's ability to
service Debt nor cause Borrower to be in violation of any
Financial Covenants contained in Article VII of this Agreement.

Section 6.07. Sale of Assets. Sell, lease, assign,
transfer, or otherwise dispose of, or permit any Subsidiary to
sell, lease, assign, transfer, or otherwise dispose of, any of
its now owned or hereafter acquired assets (including, without
limitation, shares of stock and indebtedness of Subsidiaries,
receivables, and leasehold interest), except: (1) inventory
disposed of in the ordinary course of business; (2) the sale or
other disposition of assets no longer used or useful in the
conduct of its business; (3) that any Subsidiary may sell, lease,
assign, or otherwise transfer its assets to Borrower; and (4)
sales of loans in the ordinary course of business.

Section 6.08. Guaranties, Etc. Assume, guarantee,
endorse, or otherwise be or become directly or contingently
responsible or liable, or permit any Subsidiary to assume,
guarantee, endorse, or otherwise be or become directly or
contingently responsible or liable (including, but not limited
to, an agreement to purchase any obligation, stock, assets,
goods, or services, or to supply or advance any funds, assets,
goods, or services, or an agreement to maintain or cause such
Person to maintain a minimum working capital or net worth, or
otherwise to assure the creditors of any person against loss) for
obligations of any Person, except guaranties by endorsement of
negotiable instruments for deposits or collection or similar
transactions in the ordinary course of business and except
pursuant to letters of credit issued by any Bank in the ordinary
course of business.

Section 6.09. Transactions with Affiliates. Enter
into any transaction, including, without limitation, the
purchase, sale, or exchange of property or the rendering of any
services, with any Affiliate, or permit any Subsidiary to enter
into any transaction, including, without limitation, the
purchase, sale, or exchange of property or the rendering of any
service, with any Affiliate, except in the ordinary course of and
pursuant to the reasonable requirements of Borrower's or such
Subsidiary's business, upon fair and reasonable terms no less
favorable to Borrower or such Subsidiary than would obtain in a
comparable arm's-length transaction with a Person not an
Affiliate, and in compliance with all applicable regulatory and
statutory requirements.

ARTICLE VII

FINANCIAL COVENANTS

So long as the Note shall remain unpaid:

Section 7.01. Capital Expenditures. Neither Borrower
nor any Bank will make any expenditures for fixed or capital
assets if, after giving effect thereto, the aggregate of all such
expenditures made by Borrower or any Bank would exceed ONE
MILLION EIGHT HUNDRED THOUSAND AND NO/100 DOLLARS ($1,800,000.00)
in 1996; and ONE MILLION AND NO/100 DOLLARS ($1,000,000.00) each
year thereafter.

Section 7.02. Borrower Capital. Borrower shall
maintain, on a consolidated basis, tangible equity capital, as
determined under GAAP, in an amount which is the greater of (i)
NINE MILLION AND NO/100 DOLLARS ($9,000,000.00), (ii) an amount
equal to eight percent (8%) of the total assets stated in the
most recent financial statements of Borrower, or (iii) the
minimum amount of Total Capital required by applicable law or
regulation.

Section 7.03. Subsidiary Capital. Each Bank will
maintain, at all times, tangible equity capital, as determined
under GAAP, in an amount which is not less than the greater of
(i) seven and one-half percent (7.5%) of assets, or (ii) the
minimum amount of Total Capital required by applicable law or
regulation. Each Bank will, at all times, maintain Tier I
Capital, Tier II Capital, and Total Capital in such minimum
amounts required by applicable law or regulation, so as to
maintain an "adequately capitalized" status as defined thereby.

Section 7.04. Return on Assets. Income from
operations after taxes, divided by average assets, for each Bank
shall be not less than eight-tenths of one percent (.8%).

Section 7.05. Return on Equity. Income from
operations after taxes, divided by average equity, for each Bank
shall be not less than ten percent (10%).

Section 7.06. Loan Delinquencies. Loan delinquencies
(loans ninety (90) days or more in arrears) divided by total
loans for each Bank shall not exceed one and eight-tenths of one
percent (1.8%).

Section 7.07. Reserves. Each Bank shall maintain at
all times reserves equal to the greater of (i) one and three-
quarters of one percent (1.75%) of total loans, (ii) one hundred
twenty-five percent (125%) of total non-performing assets, or
(iii) the minimum amount required by its primary regulator.

Section 7.08. Asset Quality. The ratio of loans 90
days past due + non accrual loans plus other real estate owned
divided by net loans plus other real estate owned shall not
exceed two percent (2.0%).

ARTICLE VIII

EVENTS OF DEFAULT

Section 8.01. Events of Default. An Event of Default
shall be deemed to exist if any of the following events shall
occur:

(1) Borrower shall fail to pay the principal of, or
interest on, the Note, or any fee, when due;

(2) Any representation, warranty or certification made
or deemed made by Borrower in this Agreement, the Security
Agreement, or any of the other Loan Documents, or which is
contained in any certificate, document, opinion, or financial or
other statement furnished at any time under or in connection with
a n y Loan Document, shall prove to have been incorrect,
incomplete, or misleading in any respect on or as of the date
made or deemed made;

(3) Borrower shall fail to perform or observe any
term, covenant, condition or agreement contained herein or in any
other of the Loan Documents;

(4) Any Event of Default as defined herein or in any
other of the Loan Documents shall occur;

(5) Borrower or any of its Subsidiaries shall (a) fail
to pay any indebtedness for borrowed money (other than the Note)
of Borrower or such Subsidiary, as the case may be, or any
interest or premium thereon, when due (whether by scheduled
maturity, required prepayment, acceleration, demand, or
otherwise); or (b) fail to perform or observe any term, covenant,
or condition on its part to be performed or observed under any
agreement or instrument relating to any such indebtedness, when
required to be performed or observed, if the effect of such
failure to perform or observe is to accelerate, or to permit the
acceleration of, after the giving of notice or passage of time,
or both, the maturity of such indebtedness, whether or not such
failure to perform or observe shall be waived by the holder of
such indebtedness; or any such indebtedness shall be declared to
be due and payable, or required to be prepaid (other than by a
regularly scheduled required prepayment), prior to the stated
maturity thereof and Borrower or its Subsidiaries fails to pay
such indebtedness in full;

(6) Borrower or any of its Subsidiaries (a) shall
generally not pay, or shall be unable to pay, or shall admit in
writing its inability to pay its debts as such debts become due;
or (b) shall make an assignment for the benefit of creditors, or
petition or apply to any tribunal for the appointment of a
custodian, receiver, or trustee for it or a substantial part of
its assets; or (c) shall commence any proceeding under any
bankruptcy, reorganization, arrangement, readjustment of debt,
dissolution, or liquidation law or statute of any jurisdiction,
whether now or hereafter in effect; or (d) shall have had any
such petition or application filed or any such proceeding
commenced against it in which an order for relief is entered or
an adjudication or appointment is made, and which remains
undismissed for a period of thirty (30) days or more; or (e)
shall take any corporate action indicating its consent to,
approval of, or acquiescence in any such petition, application,
proceeding,
14

or order for relief or the appointment of a
custodian, receiver, or trustee for all or any substantial part
of its properties; or (f) shall suffer any such custodianship,
receivership, or trusteeship to continue undischarged for a
period of thirty (30) days or more;

(7) One or more judgments, decrees, or orders for the
payment of money shall be rendered against Borrower or any of its
Subsidiaries, the UNINSURED amount of said judgment(s) shall
e x c e e d Two Hundred Fifty Thousand and No/100 Dollars
($250,000.00), and such judgments, decrees, or orders shall
continue unsatisfied and in effect for a period of thirty (30)
consecutive days without being vacated, discharged, satisfied, or
stayed or bonded pending appeal;

(8) The Security Agreement shall at any time after its
execution and delivery and for any reason cease (a) to create a
valid and perfected first priority security interest in and to
the property purported to be subject to such Security Agreement;
or (b) to be in full force and effect or shall be declared null
and void, or the validity or enforceability thereof shall be
contested by Borrower, or Borrower shall deny it has any
further liability or obligation under the Security Agreement, or
Borrower shall fail to perform any of its obligations under the
Security Agreement;

(9) Any of the following events shall occur or exist
with respect to Borrower and any Commonly Controlled Entity under
ERISA; any Reportable Event shall occur; complete or partial
withdrawal from any Multiemployer Plan shall take place; any
Prohibited Transaction shall occur; a notice of intent to
terminate a Plan shall be filed, or a Plan shall be terminated;
or circumstances shall exist which constitute grounds entitling
the PBGC to institute proceedings to terminate a Plan, or the
PBGC shall institute such proceedings; and in each case above,
such event or condition, together with all other events or
conditions, if any, could subject Borrower to any tax, penalty,
or other liability which in the aggregate may exceed Two Hundred
Fifty Thousand and No/100 Dollars ($250,000.00); or

(10) If Lender received its first notice of a hazardous
discharge or an environmental complaint relating to Borrower or a
Subsidiary from a source other than Borrower, and Lender does not
receive notice (which may be given in oral form, provided same is
followed with all due dispatch by written notice given by
Certified Mail, Return Receipt Requested) of such hazardous
discharge or environmental complaint from Borrower within twenty-
four (24) hours of the time Lender receives said notice from a
source other than Borrower; or if any Governmental Authority
asserts or creates a Lien upon any or all of the assets,
equipment, property, leaseholds, or other facilities of Borrower
by reason of the occurrence of a hazardous discharge or any
e n vironmental complaint; or if any Governmental Authority
asserts a claim against Borrower and/or its assets, equipment,
property, leaseholds, or other facilities for damages or cleanup
costs relating to a hazardous discharge or an environmental
c o m plaint; provided, however, that such claim shall not
constitute a default if, within ten (10) Business Days of the
occurrence giving rise to the claim, (a) Borrower can prove to
L e nder's satisfaction that Borrower has commenced and is
diligently pursuing either: (i) a cure or correction of the
event which constitutes the basis for the claim, and continues
diligently for any injunction, a restraining order, or other
a p p ropriate emergency relief preventing such Governmental
Authority from asserting such claim, which relief is granted
within ten (10) Business Days of the occurrence giving rise to
the claim and the injunction, order, or emergency relief is not
thereafter resolved or reversed on appeal; and (b) in either of
the foregoing events, Borrower has posted a bond, letter of
credit, or other security satisfactory in form, substance, and
amount to both Lender and the Governmental Authority asserting
the claim to secure the proper and complete cure or correction of
the event which constitutes the basis for the claim;

(11) If Borrower or any Bank, or the directors,
officers, or employees thereof, becomes subject to any regulatory
enforcement action, which includes without limitation a
memorandum of understanding, written agreement, supervisory
directive, capital directive, removal action, or cease and desist
order, which regulatory enforcement action limits or restricts
the ability of Borrower or any Bank to engage in its normal
business;

(12) CEO and COO or any one of them, shall cease,
without the prior written consent of Lender, to be actively
involved in the senior management of Borrower or Borrower
otherwise shall fail to maintain senior management having
sufficient skill and experience in Borrower's industry to manage
Borrower and each Subsidiary competently and efficiently.

(13) If the ownership of Borrower as presently
constituted shall change such that more than ten percent (10%) of
the outstanding voting stock shall be transferred to any Person
other than (i) an existing shareholder who prior to the transfer
owned not less than ten percent (10%) of the outstanding voting
stock of Borrower or (ii) an immediate family

member of the transferring shareholder or a trust which benefits
only the immediate family members of the transferring shareholder.

(14) Any Bank shall be unable or shall be deemed to be
unable to declare and distribute dividends as a result of
r e s trictions imposed by applicable regulation or by any
Regulatory Authority.

Section 8.02. Remedies upon Event of Default.

Upon the occurrence of an Event of Default, Lender may:

(1) By notice to Borrower, declare the Note, all
interest thereon, and all other amounts payable under this
Agreement to be forthwith due and payable, whereupon the Note,
all such interest, and all such amounts shall become and be
forthwith due and payable, without presentment, demand, protest,
or further notice of any kind, all of which are hereby expressly
waived by Borrower;

(2) At any time and from time to time, without notice
to Borrower (any such notice being expressly waived by
Borrower), set off and apply (i) any and all deposits (general or
special, time or demand, provisional or final) at any time held
by Lender, and (ii) other indebtedness at any time owing by
Lender to or for the credit or the account of Borrower against
any and all of the obligations of Borrower, now or hereafter
existing under this Agreement or the Note or any other Loan
Document, irrespective of whether or not Lender shall have made
any demand under this Agreement or the Note or under any other of
t h e Loan Documents and although such obligations may be
unmatured;

(3) Exercise from time to time any and all rights and
remedies available to a secured party when a debtor is in default
under a security agreement as provided in the Uniform Commercial
Code of Georgia, or available to Lender under any other
applicable law or in equity, including without limitation the
right to any deficiency remaining after disposition of the
Collateral;

(4) At its option, and without notice or demand of any
kind, exercise from time to time any and all other rights and
remedies available to it under this Agreement or any of the other
Loan Documents;

(5) Borrower shall pay all of the reasonable costs and
expenses incurred by Lender in enforcing its rights under this
Agreement and the other Loan Documents. In the event any claim
under this Agreement or under any of the other Loan Documents is
referred to an attorney for collection, or collected by or
through an attorney at law, Borrower will be liable to Lender for
all expenses incurred by it in seeking to enforce its rights
hereunder, under any other of the Loan Documents or in the
Collateral, including without limitation reasonable attorneys'
fees; and

(6) Any proceeds from disposition of any of the
Collateral may be applied by Lender first to the payment of all
expenses and costs incurred by Lender in enforcing the rights of
Lender under each of the Loan Documents and in collecting,
retaking, holding, preparing the Collateral for and advertising
the sale or other disposition of and realizing upon the
Collateral, including without limitation reasonable attorneys'
fees actually incurred, as well as all other legal expenses and
court costs. Any balance of such proceeds may be applied by
Lender toward the payment of the Loan and in such order of
application as the Lender may from time to time elect. Lender
shall pay the surplus, if any, to Borrower. Borrower shall pay
the deficiency, if any, to Lender.

ARTICLE IX

MISCELLANEOUS

Section 9.01. Amendments, Etc. No amendment,
modification, termination, or waiver of any provision of any Loan
Document to which Borrower is a party, nor consent to any
departure by Borrower from any Loan Document to which it is a
party, shall in any event be effective unless the same shall be
in writing and signed by Lender, and then such waiver or consent
shall be effective only in the specific instance and for the
specific purpose for which given.

Section 9.02. Notices, Etc. All notices and other
communications provided for under this Agreement and under the
other Loan Documents shall be in writing (including telegraphic,
telex, and facsimile transmissions) and mailed or transmitted or
delivered as follows:

If to Borrower: If to Lender:

▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇▇▇▇▇ Attention: ▇▇▇ ▇▇▇▇▇▇▇▇
Southeastern Financial
Institutions

or, as to each party, at such other address as shall be
designated by such party in a written notice to the other party
complying as to delivery with the terms of this Section 9.02.
Except as otherwise provided in this Agreement, all such notices
and communications shall be effective when deposited in mails or
delivered to the telegraph company, or sent, answerback received,
respectively, addressed as aforesaid.

Section 9.03. No Waiver. No failure or delay on the
part of Lender in exercising any right, power, or remedy granted
hereunder shall operate as a waiver thereof; nor shall any single
or partial exercise of any such right, power, or remedy preclude
any other or further exercise thereof or the exercise of any
other right, power, or remedy hereunder.

Section 9.04. Successors and Assigns. This Agreement
shall be binding upon and inure to the benefit of Borrower and
Lender and their respective successors and assigns, except that
Borrower may not assign or transfer any of its rights under any
Loan Document to which Borrower is a party without the prior
written consent of Lender.

Section 9.05. Costs, Expenses, and Taxes. Borrower
agrees to pay on demand all costs and expenses incurred by Lender
in connection with the preparation, execution, delivery, filing,
and administration of the Loan Documents, and of any amendment,
modification, or supplement to the Loan Documents, including,
without limitation, the fees and out-of-pocket expenses of
counsel for Lender incurred in connection with advising Lender as
to its rights and responsibilities hereunder. Borrower also
agrees to pay all such costs and expenses, including court costs,
incurred in connection with enforcement of the Loan Documents, or
any amendments, modification, or supplement thereto, whether by
negotiation, legal proceedings, or otherwise. In addition,
Borrower shall pay any and all stamp and other taxes and fees
payable or determined to be payable in connection with the
execution, delivery, filing, and recording of any of the Loan
Documents and the other documents to be delivered under any such
Loan Documents, and agrees to hold Lender harmless from and
against any and all liabilities with respect to or resulting from
any delay in paying or omission to pay such taxes and fees. This
provision shall survive termination of this Agreement.

Section 9.06. Integration. This Agreement and the
Loan Documents contain the entire agreement between the parties
relating to the subject matter hereof and supersede all oral
statements and prior writing with respect thereto.

Section 9.07. Indemnity. Borrower hereby agrees to
defend, indemnify, and hold Lender harmless from and against any
and all claims, damages, judgments, penalties, costs, and
expenses (including attorney's fees and court costs now or
hereafter arising from the aforesaid enforcement of this clause)
arising directly or indirectly from the activities of Borrower
and its Subsidiaries, and its predecessors in interest, or
arising directly or indirectly from Borrower's or any
Subsidiaries', or any predecessors in interest's, violation of
any environmental protection, health, or safety law, whether such
claims are asserted by any governmental agency or any other
person. This indemnity shall survive termination of this
Agreement.

Section 9.08. Governing Law. This Agreement and the
Note shall be governed by, and construed in accordance with, the
laws of the State of Georgia and the applicable laws of the
United States of America.

17
Section 9.09. Severability of Provisions. Any
provision of any Loan Document which is prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions of
such Loan Document or affecting the validity or enforceability of
such provision in any other jurisdiction.

Section 9.10. Participations. Lender shall have the
right at any time and from time to time to grant participations
in the Note and any other Loan Documents. Each actual or
proposed participant shall be entitled to receive all information
received by Lender regarding Borrower and its Subsidiaries,
including, without limitation, information required to be
disclosed to a participant pursuant to Banking Circular 181
(Rev., August 2, 1984), issued by the Comptroller of the Currency
(whether the actual or proposed participant is subject to the
circular or not).

Section 9.11. Headings. Article and Section headings
in the Loan Documents are included in such Loan Documents for the
convenience of reference only and shall not constitute a part of
the applicable Loan Documents for any other purpose.

Section 9.12. Jury Trial Waiver. LENDER AND BORROWER
HEREBY WAIVE TRIAL BY JURY IN ANY ACTION, PROCEEDING, CLAIM, OR
COUNTERCLAIM, WHETHER IN CONTRACT OR TORT, AT LAW OR IN EQUITY,
ARISING OUT OF OR IN ANY WAY RELATED TO THIS AGREEMENT OR THE
LOAN DOCUMENTS. NO OFFICER OF LENDER HAS AUTHORITY TO WAIVE,
CONDITION, OR MODIFY THIS PROVISION.

IN WITNESS WHEREOF, the parties have caused this
Agreement to be executed by their respective officers thereunto
duly authorized, as of the date first above written.

CITIZENS BANCSHARES CORPORATION

By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: President & Chief
Executive Officer
[CORPORATE SEAL]
Attest:/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Assistant Secretary

SUNTRUST BANK, ATLANTA

By:/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: First Vice President

Attest: /s/ ▇.▇. ▇▇▇▇▇▇
Title: Vice President

EXHIBIT A

BANKS

Citizens Trust Bank

EXHIBIT B

COLLATERAL

100,000 and 50,000 shares of common stock of Citizens Trust
Bank represented by stock certificate numbers 2785 and 2784.

EXHIBIT C

STOCK PLEDGE AND SECURITY AGREEMENT

THIS STOCK PLEDGE AGREEMENT made and entered into as of
April 22, 1996 between CITIZENS BANCSHARES CORPORATION, a Georgia
corporation, having its principal place of business at ▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ ("Pledgor"), and
SUNTRUST BANK, ATLANTA, a Georgia banking corporation, having its
principal place of business in Atlanta, Georgia ("Bank").

W I T N E S S E T H :

WHEREAS, pursuant to a Term Loan Agreement, dated of
even date herewith (the "Loan Agreement"), between Pledgor and
the Bank, the Bank has agreed to extend a Term Loan ("Loan") to
Pledgor, as evidenced by the Promissory Note of the Pledgor
evidencing the obligation of the Pledgor under the Loan Agreement
(the "Note"); and

WHEREAS, Pledgor desires to secure the due and punctual
payment of the Loan, and to secure the due and punctual
performance under the Loan Agreement;

NOW, THEREFORE, for Ten Dollars ($10.00) and other good
and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties hereto, intending to be
legally bound, hereby agree as follows:

1. Secured Obligations. This Stock Pledge and Security
Agreement (the "Stock Pledge Agreement") is given to secure (i)
the due and punctual payment and performance of the Pledgor's
obligations under the Loan as evidenced by the Note, including
all indebtedness arising upon any extensions and renewals of the
Loan; (ii) the due and punctual payment and performance of
Pledgor's obligations under the Loan Agreement; and (iii) all
other further indebtedness of any amount which is now or may be
hereafter owed by Pledgor to Bank, whether individually or
jointly with others not parties hereto and whether direct or
indirect, as maker, endorser, guarantor, surety, or otherwise
(collectively, or any portion thereof, the "Secured
Obligations").

2. Pledge and Security Interest.

a. Pledgor hereby pledges and grants to
Bank a security interest in (i) 150,000 shares of Citizens Trust
Bank (which shares shall be evidenced by the stock certificates
which Pledgor has contemporaneously herewith delivered to Bank),
and (iv) any additional shares hereafter at any time and from
time to time acquired by Pledgor together with all dividends,
stock dividends, stock splits, warrants, options, stock purchase
rights, and all other property at any time and from time to time
distributed in respect of, or in exchange for, or in substitution
of, any and all of said shares, and all proceeds thereof, whether
now existing or at any time hereafter acquired or issued (all of
which shall be referred to herein collectively as the "Stock
Collateral"); provided, however, prior to the occurrence of any
Event of Default hereunder, Pledgor shall be entitled to receive
and retain all dividends of cash and noncash property (other than
stock dividends, stock splits, warrants, options, and stock
purchase rights), and such dividends shall not constitute part of
the Stock Collateral. Upon delivery to the Bank, any security
now or thereafter included in the Stock Collateral shall be
accompanied by executed stock powers in blank and by such other
documents or instruments as Bank may reasonably request. Each
delivery of certificates for such Stock Collateral shall be
accompanied by a schedule showing the number of shares and the
numbers of certificates theretofore and then being pledged
hereunder, which schedule shall be attached hereto and made a
part hereof.

b. Upon the request of Bank, Pledgor will
execute such financing statements and other documents, pay the
cost of filing or recording the same in all public offices deemed
necessary or appropriate by Bank, and do such other acts and
things as Bank may from time to time reasonably request,
including delivery of the Stock Collateral to the Bank, to
establish and maintain a valid security interest in all the Stock
Collateral, free of all other liens and claims except those
expressly permitted or granted herein.

3. Representations and Warranties. Pledgor hereby
represents and warrants to Bank as follows:

a. The stock certificate(s) identified in
Section 2 hereof and delivered to the Bank contemporaneously
herewith are genuine and in all respects what they purport to be;

b. Pledgor is the legal, registered owner
of the Stock Collateral and holds full and absolute beneficial
title to the Stock Collateral, free and clear of all liens,
charges, encumbrances, security interest, and voting trust
restrictions of every kind and nature;

c. That no consent or approval of any
person, entity, or government or regulatory authority is
necessary to the validity of the pledge contained in this
Agreement, except such as have been obtained;

d. That Pledgor has full corporate power
and authority to pledge the Stock Collateral to Bank as security
for the Secured Obligations, and will defend its title thereto
against the claims of all persons whomsoever;

e. That Pledgor has granted to Bank a
security interest in the Stock Collateral which is at the time
hereof valid and of first priority under applicable law, and no
financing statement, security interest, or other lien or
encumbrance covering the Stock Collateral or its proceeds is
outstanding or on file in any public office, except any that may
have been filed in favor of the Bank;

f. That Pledgor has revoked all proxies
heretofore given and covenants not to extend further proxies or
powers of attorney with respect to the Stock Collateral so long
as this Stock Pledge Agreement remains in full force and effect;
and

g. That Pledgor has the full corporate
power and authority to enter into this Stock Pledge Agreement and
to perform its obligations hereunder, and this Stock Pledge
Agreement constitutes the valid, binding, and enforceable
agreement of Pledgor, enforceable against it in accordance with
its terms, except as enforcement may be limited by bankruptcy,
insolvency, or other similar laws affecting the rights of
creditors generally, and except with respect to the applicability
of general equitable principals which may limit the availability
of specific performance or other equitable remedies.

4. Registration in Nominee Name; Denominations. Bank
shall have the right (in its sole and absolute discretion) to
have the stock certificate(s) representing the Stock Collateral
assigned in blank in favor of Bank. Upon an Event of Default
under this Stock Pledge Agreement, Bank may have such Stock
Collateral registered in the name of Bank or any nominee or
nominees of Bank. Bank shall at all times have the right to
exchange the stock certificate(s) representing the Stock
Collateral for stock certificate(s) of smaller or larger
denominations for any purpose consistent with its performance of
this Stock Pledge Agreement.

5. Covenants. So long as any of the Secured
Obligations remain unpaid or unperformed, Pledgor covenants and
agrees with Bank as follows:

a. Pledgor shall keep the Stock Collateral
free from all security interests, liens, levies, attachments,
voting restrictions, and all other encumbrances, except for the
interest of Bank herein granted;

b. Pledgor shall not assign, sell,
transfer, deliver, or otherwise dispose of any of the Stock
Collateral or any interest therein; and

c. Pledgor shall pay all taxes,
assessments, and all other charges of any nature which may be
levied or assessed with respect to the Stock Collateral; provided
that Pledgor shall have the right to contest in good faith any
tax assessments or other charges.

d. Pledgor shall deliver to Bank,
immediately upon Pledgor's receipt of same, any and all stock
certificates representing the Stock Collateral which Pledgor
shall hereinafter acquire. The delivery of such after acquired
Stock Collateral to Bank shall be accompanied by a Power of
Attorney To Transfer Stock executed in blank in a form
promulgated by Bank and shall be deemed to be a reaffirmation by
Pledgor of all of the terms and provisions of this Stock Pledge
Agreement.

6. Voting Rights: Dividends, Etc.

a. Unless and until an Event of Default
hereunder shall have occurred:

(i) Pledgor shall be entitled to
exercise any and all voting and consensual rights and powers
accruing to an owner of the Stock Collateral or any part thereof
for any purpose not inconsistent with the terms of this Stock
Pledge Agreement;

(ii) Pledgor shall be entitled to
receive and retain any and all cash dividends payable on the
Stock Collateral. Any and all stock or liquidating dividends,
stock warrants, stock options, stock purchase rights, other
distribution in property, return of capital, or distribution made
on or in respect of the Stock Collateral, whether resulting from
a subdivision, combination, or reclassification of capital stock
or received in exchange for the Stock Collateral, or any part
thereof, or as a result of any merger, consolidation,
acquisition, or other exchange or assets shall be and become part
of the Stock Collateral pledged hereunder and, if received by
Pledgor, shall forthwith and immediately be delivered to Bank to
be held subject to the terms of this Stock Pledge Agreement,
except to the extent permitted to be retained by Pledgor pursuant
to Section 2 hereof; and
3

(iii) Bank shall execute and deliver to
Pledgor, or cause to be executed and delivered to Pledgor, as
appropriate, all such proxies, powers of attorney, and other
instruments as Pledgor may reasonably request for the purpose of
enabling Pledgor to exercise the voting and consensual rights and
powers which it is entitled to exercise pursuant to clause (i).

b. Upon the occurrence and during the
continuance of any Event of Default, and provided Bank has given
Pledgor written notice of said Event of Default:

(i) Pledgor agrees to deliver
immediately to Bank any and all cash, checks, drafts, items, or
other instruments for the payment of money which may be received
after such default by Pledgor as dividends or otherwise with
respect to the Stock Collateral, duly endorsed and assigned to
Bank;

(ii) Pledgor agrees to deliver to Bank
immediately upon Pledgor's receipt thereof, any and all stock,
stock dividends, stock splits, warrants, and stock purchase
rights received with respect to any of the Stock Collateral,
together with stock powers duly executed in blank with respect to
all stock and other certificates evidencing same; and

(iii) All rights of Pledgor to exercise
the voting and consensual rights and powers which it is entitled
to exercise pursuant to Section 6(a)(i) hereof shall cease, and
all such rights shall thereupon become vested in Bank, which
shall have the sole and exclusive right and authority to exercise
such voting and consensual rights and powers.

7. Performance of Pledgor's Obligations. At its
option, Bank may (but shall not be obligated to) from time to
time perform any agreement of Pledgor hereunder which Pledgor
shall fail to perform, and may take any other reasonable action
which Bank deems necessary for the maintenance or preservation of
the value of the Collateral or its interest therein.

8. Attorney-in-Fact. Pledgor hereby irrevocably
constitutes and appoints Bank as Pledgor's agent and attorney-in-
fact, upon the occurrence and continuance of an Event of Default,
for the purposes of carrying out the provisions of this Stock
Pledge Agreement and taking any action and executing any interest
which Bank or Pledgor may deem necessary or advisable to
accomplish the purposes hereof. Without limiting the generality
of the foregoing, upon the occurrence and continuance of an Event
of Default, Bank shall have the right and power upon notice to
Pledgor to receive, endorse, and collect all checks and other
orders for the payment of money made payable to Pledgor,
representing any interest or dividend or other distribution
payable in respect of the Stock Collateral or any part thereof,
and give full discharge for the same. The foregoing power of
attorney is coupled with an interest and shall be terminated only
upon payment in full of the Secured Obligations.

9. Events of Default. An Event of Default shall
occur under this Stock Pledge Agreement upon the occurrence of
any one or more of the following events: (i) any Event of
Default shall occur under, and as defined in, the Loan Agreement;
or (ii) upon the breach by Pledgor of any of the covenants set
forth herein; or (iii) upon default by Pledgor in the performance
or observance of any other of the agreements, terms, or
conditions herein contained, which default shall not be fully
cured within ten (10) days after Pledgor receives written notice
thereof; or (iv) any of the representations or warranties herein
made by Pledgor shall prove to be false or misleading in any
material respect.

10. Rights and Remedies on Default. Upon the
occurrence of an Event of Default under this Stock Pledge
Agreement, Bank may, in its sole discretion and without further
notice or demand, (i) declare all the Secured Obligations to be
immediately due and payable; (ii) proceed immediately to exercise
any and all of Bank's rights, powers, and privileges with respect
to the Stock Collateral, including, without limitation, the right
to sell or otherwise dispose of the Stock Collateral or any part
thereof at private or public sale, in such manner as Bank shall
deem reasonable; and (iii) exercise any other right or remedy
available to Bank under the applicable Uniform Commercial Code or
otherwise available by agreement or under federal or state law.
All rights and remedies herein specified are cumulative and are
in addition to such other rights and remedies as may be available
to Bank.

Bank shall act as the authorized agent and attorney-in-
fact of Pledgor in disposing of the Stock Collateral, and in that
capacity is authorized to take such action on behalf of Pledgor
as will further such a disposition, including, without
limitation, any necessary endorsement or signature in its own
name. Pledgor expressly acknowledges that compliance with
federal or state securities and other laws may limit the
disposition of the Stock Collateral by Bank. No disposition of
the Stock Collateral by Bank upon an Event of Default shall be
deemed to be a breach of any duty to Pledgor or to be
commercially unreasonable because a better sales price might have
been attained through an alternative disposition, if Bank in good
faith has determined that the alternative disposition might
constitute a violation of state or federal laws. Without
limiting the generality of the foregoing, Bank may at any sale of
the Stock Collateral restrict the prospective bidders or
purchasers of the Stock Collateral to persons who will represent
and agree that they are purchasing the Stock Collateral for their
own account for investment, and not with a view to distribution
or sale. Any purchaser at a sale conducted pursuant to the terms
of this Stock Pledge Agreement shall hold the property sold
absolutely, free from any claim or right on the part of Pledgor,
and Pledgor hereby waives any right of redemption, stay, or
appraisal under present or future law. Each and every purchaser
of any of the Stock Collateral shall be vested with all
shareholder's rights provided by the stock purchased, including,
without limitation, all voting and dividend rights. Pledgor
agrees that Bank may purchase the Stock Collateral or any part
thereof at any sale. Any requirement imposed by law regarding
the giving to Pledgor of prior notice of any sale or other
disposition of the Stock Collateral shall be deemed reasonable if
given by Bank in writing at least ten (10) days prior to such
sale or other disposition specifying the time and place thereof.

11. Application of Proceeds. The proceeds derived
from a disposition of the Stock Collateral shall be applied
toward payment of the Secured Obligations, in such order of
application as Bank may from time to time elect, and any
remaining balance shall be paid to Pledgor.

12. Term of Agreement. This Stock Pledge Agreement
shall terminate upon payment in full of the Secured Obligations,
at which time Bank shall reassign and deliver to Pledgor, or to
such person or persons as Pledgor may in writing designate,
against receipt, any Stock Collateral still held by Bank,
together with appropriate instruments of reassignment and
release. Such reassignment shall be without recourse upon or
warranty by Bank.

13. Securities. In view of the position of Pledgor in
relation to the Stock Collateral, or because of other present or
future circumstances, a question may arise under the Securities
Act of 1933, as amended, or the Securities Exchange Act of 1934,
as amended, as now or hereafter in effect, or any similar statute
hereafter enacted analogous in purpose or effect (such Act and
any such similar statute as from time to time in effect being
hereinafter called the "Federal Securities Laws") with respect to
any disposition of the Stock Collateral permitted hereunder.
Pledgor understands that compliance with the Federal Securities
Laws
5

may very strictly limit the course of conduct of Bank if
Bank were to attempt to dispose of all or any part of the Stock
Collateral and may also limit the extent to which or the manner
in which any subsequent transferee of any Stock Collateral may
dispose of the same. Similarly, there may be other legal
restrictions or limitations affecting Bank in any attempt to
dispose of all or any part of the Stock Collateral under
applicable Blue Sky or other state securities laws or similar
laws analogous in purpose or effect. Under applicable law, in
the absence of an agreement to the contrary, Bank may perhaps be
held to have certain general duties and obligations to Pledgor to
make some effort towards obtaining a fair price even though the
Secured Obligations and other obligations may be discharged or
reduced by the proceeds of a sale at a lesser price. Pledgor
clearly understands that Bank is not to have any such general
duty and obligation to Pledgor, and Pledgor will not attempt to
hold Bank responsible for selling all or any part of the Stock
Collateral at an inadequate price even if Bank shall accept the
first offer received or does not approach more than one possible
purchaser, provided Bank acts in a commercially reasonable
manner. Without limiting the generality of the foregoing, the
provisions of this paragraph would apply if, for example, Bank
were to place all or any part of the Stock Collateral for sale by
an investment banking firm, or if such investment banking firm
purchased all or any part of the Stock Collateral for its own
account or if Bank placed all or any part of the Stock Collateral
with a purchaser or purchasers. The provisions of this paragraph
will apply notwithstanding the existence of a public or private
market upon which the quotations or sale prices may exceed
substantially the price at which Bank sells.

14. Miscellaneous.

a. Notices. All notices and other
communications to Pledgor under this Stock Pledge Agreement shall
be deemed to have been effectively given when delivered in person
to Pledgor or five (5) days after sending thereof, by first class
U.S. Mail, postage prepaid, to the following address:

If to Pledgor: If to Bank:

Citizens BancShares SunTrust Bank, Atlanta
Corporation ▇▇ ▇▇▇▇ ▇▇▇▇▇
▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Center Code: 121
Atlanta, Georgia 30303 ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇▇▇▇▇ Attention: ▇▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇

or to such other address as Pledgor has notified Bank in writing
to be the appropriate address for the sending of notices under
this Stock Pledge Agreement.

b. Survival. All representations,
warranties, covenants, and agreements herein contained shall
survive the execution and delivery of this Stock Pledge
Agreement.

c. No Waiver. No failure on the part of
Bank to exercise, and no delay in exercising, any right, power,
or remedy granted hereunder, or available at law, in equity, or
otherwise, shall operate as a waiver thereof, nor shall any
single or partial exercise of any such right, power, or remedy by
Bank preclude any other or further exercise thereof, or the
exercise of any other right, power, or remedy.

d. Entire Agreement. This Stock Pledge
Agreement, the Loan Agreement, and the Loan Documents (as defined
in the Loan Agreement) contain the entire agreement between the
parties with respect to the pledge of and security interest in
the Stock Collateral and supersede any prior agreements or
understandings.

e. Amendments. This Stock Pledge Agreement
may be amended only by written agreement between the parties
hereto.

f. Time of Essence. Time is of the essence
under this Stock Pledge Agreement.

g. Governing Law. This Stock Pledge
Agreement and the construction and enforcement hereof shall be
governed in all respects by the laws of the State of Georgia and
the applicable laws of the United States of America.

h. Successors and Assigns. This Stock
Pledge Agreement shall be binding upon, and shall inure to the
benefit of, the parties hereto and their respective heirs,
administrators, legal representatives, successors, and assigns,
except that Pledgor shall not be permitted to assign its
obligations under this Agreement or any interest herein or
otherwise pledge, encumber, or grant any options with respect to
all or any of the cash, securities, certificates, instruments, or
other property held as Stock Collateral under this Stock Pledge
Agreement.

i. Severability. If any provision of this
Stock Pledge Agreement or any portion thereof shall be invalid or
unenforceable under applicable law, such part shall be
ineffective to the extent of such invalidity or unenforceability
only, without in any way affecting the remaining parts of such
provision or other remaining provisions.

j. Further Assurances. Pledgor agrees to
do such further acts, and to execute and deliver such additional
conveyances, assignments, agreements, and instruments as Bank may
at any time request in connection with the administration and
enforcement of this Stock Pledge Agreement or relative to the
Stock Collateral or any part thereof, or in order better to
assure and confirm to Bank its rights, powers, and remedies
hereunder.

k. Execution in Counterparts. This Stock
Pledge Agreement may be executed in any number of counterparts,
each of which shall be deemed to be an original and all of which,
taken together, shall constitute one and the same instrument.

l. Headings and Capitalized Terms. The
descriptive headings of the several paragraphs are for
convenience only and are not to affect the construction of or to
be taken into consideration in interpreting this Stock Pledge
Agreement. Capitalized terms used herein and not otherwise
defined shall have the meanings described to them in the Loan
Agreement.

IN WITNESS WHEREOF, Pledgor and Bank have caused
this Stock Pledge Agreement to be duly executed and delivered
under hand and seal, as of the day and year first above written.

CITIZENS BANCSHARES CORPORATION

By:/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: President and Chief
Executive Officer
[CORPORATE SEAL]
Attest:/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Assistant Secretary

SUNTRUST BANK, ATLANTA

By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: First VP

Attest: /s/ ▇. ▇. ▇▇▇▇▇▇
Title: Vice President

TERM NOTE

$900,000.00 April 22, ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇

FOR VALUE RECEIVED, the undersigned, CITIZENS
BANCSHARES CORPORATION, a Georgia corporation (the "Borrower"),
hereby promises to pay to the order of SUNTRUST BANK, ATLANTA
(the "Bank"), at its Principal Office located at ▇▇ ▇▇▇▇ ▇▇▇▇▇,
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ the principal amount of NINE HUNDRED THOUSAND
AND NO/100 DOLLARS ($900,000.00) plus interest at a per annum
rate of the Prime Rate minus twenty-five (25) basis points in
lawful money of the United States and in immediately available
funds. Principal shall be repaid in twenty (20) consecutive
equal quarterly installments of Forty-Five Thousand and No/100
Dollars ($45,000.00) beginning on June 30, 1996 and continuing
thereafter on the last day of eachcalendar quarter thereafter;
provided, however, that the last such installment on March 31,
2001 shall be in the amount necessary to repay in full the unpaid
amount of this Term Note. Interest (computed on the basis of a
year of three hundred sixty (360) days for the actual number of
days elapsed) shall be paid on the unpaid principal amount of
this Term Note from the date of this Term Note until all
principal due hereunder has been repaid beginning on June 30,
1996 and continuing thereafter on the last day of each calendar
quarter until maturity. Any amount of the principal hereof which
is not paid when due (giving effect to any applicable grace
period), whether at stated maturity, by acceleration, or
otherwise, shall bear interest from the date when due until said
principal amount is paid in full, payable on demand, at a rate
per annum equal at all times to two percent (2%) above the rate
otherwise applicable thereto. Any change in the interest rate
resulting from a change in the Prime Rate shall be effective at
the beginning of the day on which such change in the Prime Rate
shall become effective.

If any installment of this Term Note becomes due and
payable on a day other than a Business Day, the maturity thereof
shall be extended to the next succeeding Business Day, and
interest shall be payable thereon at the rate herein specified
during such extension.

This Term Note is the Note referred to in, and is
entitled to the benefits of, the Term Loan Agreement, dated as of
April 22, 1996 between the Borrower and the Bank (the "Loan
Agreement"). Terms used herein which are defined in the Loan
Agreement shall have their defined meanings when used herein.
The Loan Agreement, among other things, contains provisions for
acceleration of the maturity of this Term Note upon the happening
of certain stated events and also for prepayments on account of
principal hereof prior to the maturity of this Term Note upon the
terms and conditions specified in the Loan Agreement. This Term
Note is secured by a Security Agreement referred to in the Loan
Agreement, reference to which is hereby made for a description of
the collateral provided for under the Security Agreement and the
rights of the Borrower and the Bank with respect to such
collateral.

In addition to and not in limitation of the foregoing
and the provisions of the Loan Agreement, the Borrower further
agrees to pay all expenses of collection, including reasonable
attorneys' fees, if this Note shall be collected by law or
through an attorney at law, or in bankruptcy, receivership, or
other court proceedings.

TIME IS OF THE ESSENCE UNDER THIS NOTE. This Note has
been delivered in Atlanta, Georgia, and shall be governed by and
construed under the laws of Georgia.

PRESENTMENT, PROTEST, AND NOTICE OF DISHONOR ARE HEREBY
WAIVED BY THE BORROWER.

IN WITNESS WHEREOF, the Borrower has caused this Note
to be executed and delivered by its duly authorized officer as of
the date first above written.

CITIZENS BANCSHARES CORPORATION

By:/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title:President & Chief
Executive Officer

Attest:/s/▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title:Assistant Secretary
(CORPORATE SEAL)

EXHIBIT E

FORM OF OPINION OF COUNSEL FOR BORROWER

▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇
ATTORNEY AT LAW

ONE NINETY ONE PEACHTREE TOWER
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇

SunTrust Bank, Atlanta
▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇.▇.
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇

RE: $900,000.00 Term Loan Agreement, by and between
Citizens Bancshares Corporation and SunTrust Bank,
Atlanta, dated April 22, 1996

Gentlemen:

We have acted as counsel to Citizens Bancshares Corporation,
a Georgia corporation (the "Company"), in connection with the
preparation, execution, and delivery of the Term Loan Agreement
dated as of April 22, 1996 (the "Loan Agreement"), between
SunTrust Bank, Atlanta (the "Bank") and the Company. Capitalized
terms not otherwise defined herein are defined as set forth in
the Loan Agreement. Reference is this opinion to any section,
schedule or exhibit shall mean any section, schedule as exhibit
to the Loan Agreement as amended and supplemented to the date of
this opinion.

In connection with our representation of the Company as set
forth above, we have examined the Loan Agreement and each and
every agreement, document and instrument provided for in the Loan
Agreement (collectively the Transactions Documents ). We have
also examined such resolutions adopted by the Executive Committee
of the Board of Directors of the Company relating to the
Transaction Documents and have also made such examination of law
as we have considered necessary as the basis for this opinion.
We have relied, as to factual matters upon the representations
and warranties in the Transaction Documents and information
furnished by the Company in the form of certificates. In
connection herewith, we have also examined and relied upon the
originals, or copies certified to our satisfaction, of such
documents, certificates and other instruments as in our judgment
are necessary or appropriate to enable us to render the opinions
expressed below. We have assumed the authenticity of all
documents submitted to us as originals and the conformity to
original documents of all documents submitted to us copies.

With your consent, we have assumed that all
signatures appearing on documents delivered to us are genuine,
all such documents are authentic and, where we have received
copies, that the copies conform to the original documents. We
have also assumed with your agreement, that the Bank is duly
organized, validly existing and in good standing under the laws
governing its organization and that the Bank has all requisite
power and authority and has taken all necessary corporate action
to execute and deliver the Transaction Documents to which it is a
party, to effect the transaction contemplated thereby, and that
the Bank is bound by the Transaction Documents in accordance with
their terms.

This opinion letter is limited by, and is delivered in
accordance with, the January 1, 1992 edition of the Interpreter s
Standards (the Interpretative Standards ) applicable to Legal
Opinions to Third Parties in Corporate Transactions adopted by
the Legal Opinion Committee of the Corporate and Banking Law
Section of the State Bar of Georgia, which Interpretative
Standards are incorporated in this opinion letter by this
reference.

Subject to the foregoing, and subject to the qualifications
set forth below, we are of the opinion that:

1. The Company is a corporation duly incorporated, validly
existing, and in good standing under the laws of the jurisdiction
of its the State of Georgia. Citizens Trust bank is a wholly
owned subsidiary of Company and is a Commercial Bank duly
organized, validly existing, and in good standing under the laws
of the State of Georgia. The Company and each of its
Subsidiaries has the corporate power and authority to own its
assets and to transact the business in which it is now engaged.

2. The execution and delivery by the Company of, and the
performance by the Company of its obligations under, the Loan
Documents to which it is a party have been duly authorized by all
requisite corporate action on the part of the Company and do not
and will not (i) violate any provision of any law, rule, or
regulation of the State of Georgia, or any judgment, order, or
ruling of any Georgia court or Georgia governmental agency of
which we have knowledge, or the articles of incorporation or
bylaws of the Company, or any indenture or material agreement to
which the Company is a party or by which the Company or any of
its properties are bound of, or (ii) to which we have knowledge,
be in conflict with, result in a breach of, or constitute with
notice or lapse of time, or both, a default under any such
indenture or material agreement.

3. To our knowledge, there are no actions, suits,
investigations, or proceedings pending or overtly threatened
against the Company or its properties before any court,
arbitrator, or administrative or governmental body required to be
disclosed to the Bank by Seciton 4.07 of the Loan Agreement,
except for those actions, suits, investigations, or proceedings
identified and disclosed to you in Exhibit G attached to the Loan
Agreement.

4. The Loan Agreement, the Note, and all other Loan
Documents to which the Company is a part are legal, valid, and
binding agreements of the Company enforceable against the Company
in accordance with their terms.

5. No consent, permission, authorization, order, or
license of any governmental authority is necessary in connection
with the execution, delivery, performance, or enforcement of the
Loan Documents.

The opinions expressed herein are qualified by
effect of: (a) applicable bankruptcy, insolvency, reorganization,
moratorium, arrangement or similar laws relating to or affecting
the enforcement of creditors rights generally, including,
without limitation, any state or federal fraudulent conveyance
or fraudulent transfer law; (b) any statutes, rules or
procedures and applicable case law limiting the availability of,
or proscribing procedural requirements for the exercise of,
creditors remedies; and ( c) the fact that equitable remedies or
relief (including, but not limited to, the remedy of specific
performance) are subject to the discretion of the court before
which any such remedies or relief may be sought.

As provided in the Interpretive Standards,
this opinion is limited to the matters stated herein and no
opinion is implied or may be inferred beyond the matters
expressly stated. As provided in the Interpretive Standards,
opinions rendered herein are as of the date hereof, and we make
no undertaking and expressly disclaim any duty to supplement such
opinions if, after the date hereof, facts and circumstances come
to our attention or changes in the law occur which could affect
such opinions.

The opinions expressed herein are subject to the
following qualifications:

Our opinion is based exclusively on the internal lows
of the State of Georgia, and (except as expressly provided
herein) without reference to any choice-of-law provisions
contained int he documents referenced herein or conflict-of-law
provision under the laws of Georgia or any other state or federal
law.

This opinion is delivered to you pursuant to Article III,
Section 3.01 of the Loan Agreement for your use in connection
with the term loan and may not be utilized or quoted by you or
anyone else for any other purpose.

Very truly yours,
▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇

By:/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇

EXHIBIT F

OFFICER'S CERTIFICATE

The undersigned certifies that he is Chief Executive
Officer of Citizens Bancshares Corporation (the "Company") and
that as such he is familiar with the business and affairs of the
Company and is authorized to execute this Certificate on behalf
of the Company, and, with reference to the Term Loan Agreement
(the "Loan Agreement") dated April 22, 1996 between the Company
and SunTrust Bank, Atlanta, that he duly has made such
investigations as were necessary for the provision of this
Certificate and the certifications, representations, and
warranties contained herein and that he hereby further certifies,
represents, and warrants as follows:

1. That the representations and warranties of the
Company contained in Article IV of the Loan Agreement and
otherwise made in writing by or on behalf of the Company in
connection with the transactions contemplated by the Loan
Agreement, and the schedules and exhibits attached to the Loan
Agreement, are true and correct on and as of the date hereof; and

2. That the Company has performed and complied with
all agreements and conditions contained in the Loan Agreement
required to be performed or complied with by it, and that on and
as of the date hereof no condition or lapse of time, or both,
will constitute an Event of Default as defined in Article VIII of
the Loan Agreement.

3. That neither the execution, delivery, and
performance of the Loan Agreement or of the Note nor fulfillment
of or compliance with the terms and provisions thereof will
conflict with, or result in a breach of, the terms, conditions,
or provisions of or constitute a default under, or result in any
violation of, any other agreement to which the Company or any of
its Subsidiaries is subject. Neither the Company nor any
Subsidiary is a party to, or otherwise subject to any provision
contained in, any instrument evidencing indebtedness of the
Company or such Subsidiary, any agreement relating thereto, or
any other contract or agreement which limits the amount of, or
otherwise imposes restrictions on the incurring of the type of
debt to be evidenced by the Note.

4. That there has been no material adverse change in
the assets, liabilities, financial positions, operations or
business prospects of Borrower since December 31, 1995.

Capitalized terms not otherwise defined herein are
defined as set forth in the Loan Agreement.

WITNESS the seal of the Company and the signature of
the undersigned, as of this 22 day of April, 1996.

/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ (SEAL)
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇

EXHIBIT G

LITIGATION

▇▇▇▇▇▇ ▇.CTB , U.S. District Court, Northern District of Georgia,
Case No. 1:95-CV-2802-JOF.

▇▇▇▇▇▇ claims she was terminated because of her age, 47, in
violation of the ADEA. The matter is currently in the discovery
stage and will not go to trial in 1996, if ever. If ▇▇▇▇▇▇ is
successful, liability could exceed $25,000. The Bank vigorously
denies liability in this matter.

▇▇▇▇▇ ▇. CTB, EEOC Charge No. 110951914

▇▇▇▇▇ alleges unlawful discrimination based on her termination.
The EEOC is investigating her charge; no litigation has been
filed. If ▇▇▇▇▇ is successful, liability could exceed $25,000.
The Bank vigorously denies liability in this matter.

Citizens Trust Bank ▇. ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ Electrical and
Mill Supply, Inc., and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, State Court of ▇▇▇▇▇
County, Civil Action File No. ST-93-CV-0259

This is a proceeding brought by the bank for collections against
notes and the guarantors of the notes. ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ has
asserted various counterclaims against Citizens Trust Bank
( CTB ), praying for, inter alia, cancellation, recession and
revocations of the promissory notes and guarantees upon which his
liability arises. CTB prevailed on a Motion for Summary
Judgment. Shepherd then appealed. CTB and Shepherd then entered
into a Settlement Agreement, wherein for consideration paid to
CTB, CTB and Shepherd will dismiss their claims against each
other upon completion of the payments due to CTB under the
Settlement, CTB will assign its interest in the judgments it
obtained against the other defendants. As of today s date all
sums due under the Settlement have been paid, but the mutual
dismissal and assignment have not been executed.

▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ as Trustee of ▇▇▇▇▇▇▇-▇▇▇▇▇▇▇ Group, Inc. v.
Citizens Trust Bank, U.S. Bankruptcy Court, N.D. Ga Adversary
Proceeding No. 95-6766

▇▇. ▇▇▇▇▇▇▇▇▇ as the Chapter 7 Trustee of the Bankruptcy Estate
of Windsor-Eastmann Group, Inc. filed a complaint against CTB
alleging that CTB was negligent in honoring a check of Windsor-
Eastmann Group, Inc., made payable to CTB when CTB had no
relationship with the corporate debtor, nor with the person who
presented the check and who deposited the check into his personal
savings account. The Trustee, alternatively, on the same facts
alleged that CTB converted the corporate check. The Trustee has
prayed for damages in the sum of the check honored. One Hundred
Thousand ($100,000) Dollars.

Occupational Medicine Clinic West, Inc., v. Citizens Trust Bank,
▇▇▇▇▇▇ County Superior Court Civil Action No. E-38151

Occupational Medicine Clinic West, Inc. ( OMCW ) filed a
complaint in the Superior Court of ▇▇▇▇▇▇ County, Georgia,
seeking to enjoin CTB from conducting a foreclosure sale of
improved real property which was pledged as security for
indebtedness owed by OMCW to CTB, and requesting an accounting
and praying for damages in an unspecified amount and seeking
punitive damages for the alleged wrongful foreclosure of One
Million ($1,000,000.00) Dollars. CTB has counterclaimed for the
amounts due under the notes executed by OMCW.

Citizens Trust Bank v. ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, State Court of ▇▇▇▇▇▇
County Civil Action No. 95-VS-0101298

CTB commenced this action against the defendant to collect the
deficiencies due on a note after collateral securing her debt was
repossessed and sold pursuant to statute. ▇▇. ▇▇▇▇▇
counterclaimed against CTB alleging the repossession was
wrongful. She seeks unspecified damages for the loss of the
equity in the vehicles and the consequential damages for the loss
of the use of the vehicles. She has, also, prayed for punitive
damages in an unspecified amount.

Angelina Eubosi ▇▇▇▇▇▇▇▇ v. Citizens Trust Bank, State Court of
▇▇▇▇▇▇ County, Georgia, Civil Action File No. 92-VS53343-B

On February 25, 1992, CTB was served with a complaint alleging
that CTB wrongfully dishonored various checks, initiating a chain
reaction that ultimately caused the plaintiff various damages,
including loss of income, loss of business reputation, and mental
and emotional distress. Plaintiff seeks actual and punitive
damages.

Boston Bank of Commerce v. Citizens Trust Bank; Superior Court of
Suffolk County; State of Massachusetts, Civil Action No. 95-2024B

On April 27, 1995, Boston Bank of Commerce ( BBOC ) filed suit
against Citizens Trust Bank alleging that CTB wrongfully released
collateral securing a loan to Communication International,
Inc. ( CCI ). The plaintiff, Boston Bank of Commerce, was a 30%
participant in the CII loan and contends that it has been damaged
int he amount of approximately $70,000.

EXHIBIT H

CERTIFICATE OF NO DEFAULT AND RELATED MATTERS

The undersigned, being, respectively, theChief
Executive Officer and Comptroller of Citizens Bancshares
Corporation, a Georgia corporation ("Borrower"), hereby give this
Certificate to induce SunTrust Bank, Atlanta ("Bank") to enter
into and to continue to perform pursuant to that certain Term
Loan Agreement dated April , 1996 between Borrower and Bank
(the "Loan Agreement"; unless otherwise defined herein, the
capitalized terms shall have the meanings ascribed thereto in the
Loan Agreement) hereby certify as follows:

1. They are, respectively, Chief Executive Officer and
Comptroller of Borrower and, in such capacities, are
authorized and empowered to issue this Certificate for and
on behalf of Borrower.

2. The representations and warranties of Borrower set forth in
the Loan Agreement and any other of the documents executed
in connection therewith, the terms of which are incorporated
herein by reference, are true and correct in all material
respects on and as of the date hereof with the same effect
as though made and on as of the date hereof.

3. The Borrower is, on the date hereof, in compliance with all
the terms and provisions set forth in the Loan Agreement and
the other documents executed in connection therewith.

4. On the date hereof, no default or Event of Default, nor any
event or condition which with notice, lapse of time, or any
combination thereof, would constitute such an Event of
Default, has occurred or is continuing.

5. The quarterly financial statements delivered herewith
pursuant to Section 5.09 of the Loan Agreement present the
financial condition of Borrower and its Subsidiaries fairly
and accurately and not misleading in the context in which
presented.

6. Borrower and its Subsidiaries are in compliance with the
financial covenants set forth in Article VII of the Loan
Agreement and the following computations demonstrate
compliance therewith:

[list relevant financial covenants]

7. No regulatory or other impediment exists which would impair
or prohibit the payment of dividends by the bank
Subsidiaries to the Bank.

8. No litigation, investigation, proceeding, injunction, writ
or restraining order or regulatory enforcement action is
pending or threatened.

IN WITNESS WHEREOF, the undersigned have set their
hands and seals, this _____ day of _____________, 19__.

_____________________________(SEAL)
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇

____________________________(SEAL)
▇▇▇ ▇. ▇▇▇▇▇

EXHIBIT I

PERMITTED LIENS

None.

EXHIBIT J

PERMITTED DEBT

None.

TERM LOAN AGREEMENT $900,000.00 By and Between CITIZENS BANCSHARES CORPORATION and SUNTRUST BANK, ATLANTA Dated: April 22, 1996

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