0000950124-08-000971 Sample Contracts

AMENDED AND RESTATED CHANGE IN CONTROL AGREEMENT
Change in Control Agreement • February 29th, 2008 • Citizens Republic Bancorp, Inc. • National commercial banks • Michigan

This Amended and Restated Change in Control Agreement (“Agreement”) is made by and between Citizens Republic Bancorp, Inc., a Michigan corporation (“Corporation”), and [ ] (“Executive”).

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AMENDMENT NO. 1 TO RIGHTS AGREEMENT
Rights Agreement • February 29th, 2008 • Citizens Republic Bancorp, Inc. • National commercial banks

AMENDMENT (the “Amendment”), dated as of December 19, 2007, to the Rights Agreement, dated as of May 23, 2000 (the “Rights Agreement”), between Citizens Republic Bancorp, Inc. (f/k/a Citizens Banking Corporation), a Michigan corporation (the “Company”), and Citizens Bank Wealth Management, N.A., a national banking association (as successor to the Trust Division of Citizens Bank), as rights agent (the “Rights Agent”).

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