0000950124-05-003701 Sample Contracts

RESTRICTED STOCK AGREEMENT (EMPLOYEE VERSION)
Restricted Stock Agreement • June 7th, 2005 • Citizens Banking Corp • National commercial banks • Michigan

THIS RESTRICTED STOCK AGREEMENT is made the ___day of ___, ___by and between Citizens Banking Corporation (“Company”) and the undersigned (“Grantee”), pursuant to the Citizens Banking Corporation Stock Compensation Plan (“Plan”). Capitalized terms not defined in this Agreement shall have the meanings respectively ascribed to them in the Plan.

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RESTRICTED STOCK AGREEMENT (NON-EMPLOYEE DIRECTOR VERSION)
Restricted Stock Agreement • June 7th, 2005 • Citizens Banking Corp • National commercial banks • Michigan

THIS RESTRICTED STOCK AGREEMENT is made the day of by and between Citizens Banking Corporation (“Company”) and the undersigned (“Grantee”), pursuant to the Citizens Banking Corporation Stock Compensation Plan (“Plan”). Capitalized terms not defined in this Agreement shall have the meanings respectively ascribed to them in the Plan.

NONQUALIFIED STOCK OPTION AGREEMENT (EMPLOYEE VERSION)
Nonqualified Stock Option Agreement • June 7th, 2005 • Citizens Banking Corp • National commercial banks • Michigan

THIS AGREEMENT is entered into as of ___, by and between Citizens Banking Corporation (“Company”) and the undersigned (“Optionee”), pursuant to the Citizens Banking Corporation Stock Compensation Plan (“Plan”). The Company hereby grants to Optionee a Nonqualified Stock Option to purchase shares of Common Stock, subject to the terms and conditions contained in the Plan and as hereinafter provided (the “Option”). Capitalized terms not defined in this Agreement shall have the meanings respectively ascribed to them in the Plan.

NONQUALIFIED STOCK OPTION AGREEMENT (NON-EMPLOYEE DIRECTOR VERSION)
Nonqualified Stock Option Agreement • June 7th, 2005 • Citizens Banking Corp • National commercial banks • Michigan

THIS AGREEMENT is entered into as of ___by and between Citizens Banking Corporation (“Company”) and the undersigned (“Optionee”), pursuant to the Citizens Banking Corporation Stock Compensation Plan (“Plan”). The Company hereby grants to Optionee a Nonqualified Stock Option to purchase ___shares of Common Stock, subject to the terms and conditions contained in the Plan and as hereinafter provided (the “Option”). Capitalized terms not defined in this Agreement shall have the meanings respectively ascribed to them in the Plan.

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