GUARANTEE AGREEMENT BETWEEN CITIZENS REPUBLIC BANCORP, INC. AS GUARANTOR AND AS GUARANTEE TRUSTEE RELATING TO CITIZENS FUNDING TRUST [____] DATED AS OF [_______________], 20[___]Guarantee Agreement • October 27th, 2009 • Citizens Funding Trust II • National commercial banks • New York
THIS GUARANTEE AGREEMENT, dated as of [_______________], 20[___], is executed and delivered by CITIZENS REPUBLIC BANCORP, INC., a Michigan corporation (the “Guarantor”) having its principal office at 328 S. Saginaw Street, Flint, Michigan 48502, and [__________], a [__________], as trustee (the “Guarantee Trustee”), for the benefit of the Holders (as defined herein) from time to time of the Capital Securities (as defined herein) of CITIZENS FUNDING TRUST [____], a Delaware statutory trust (the “Issuer Trust”).
AMENDED AND RESTATED TRUST AGREEMENT AMONG CITIZENS REPUBLIC BANCORP, INC., AS DEPOSITOR [ ], AS PROPERTY TRUSTEE [ ], AS DELAWARE TRUSTEE AND THE ADMINISTRATIVE TRUSTEES NAMED HEREIN DATED AS OF [ ], 20[ ] CITIZENS FUNDING TRUST [ ]Trust Agreement • October 27th, 2009 • Citizens Funding Trust II • National commercial banks • Delaware
AMENDED AND RESTATED TRUST AGREEMENT, dated as of [ ], 20[ ], among (i) CITIZENS REPUBLIC BANCORP, INC., a Michigan corporation (including any successors or assigns, the “Depositor”), (ii) [ ], a [ ], as property trustee (in such capacity, the “Property Trustee” and, in its separate corporate capacity and not in its capacity as Property Trustee, the “Bank”), (iii) [ ], a [ ], as Delaware trustee (the “Delaware Trustee”), (iv) Martin Grunst, an individual, and Thomas W. Gallagher, an individual, each of whose address is c/o Citizens Republic Bancorp, Inc., 328 S. Saginaw Street, Flint, Michigan 48502 (each an “Administrative Trustee” and collectively the “Administrative Trustees”) (the Property Trustee, the Delaware Trustee and the Administrative Trustees being referred to collectively as the “Issuer Trustees”) and (v) the several HOLDERS, as hereinafter defined.
