exv4w1






EXHIBIT
4,1




FORM OF CONTINGENT CONVERTIBLE

PERPETUAL NON-CUMULATIVE PREFERRED STOCK




SEE REVERSE

FOR LEGEND



Number:




			
	 	 	 
	Contingent Convertible Perpetual Non-

Cumulative Preferred Stock
	 	Shares






					
	 	 	 	 	 
	 
	 	CITIZENS REPUBLIC 
BANCORP, INC.
	 	CUSIP NO.: 174420109






FACE OF SECURITY




     This certifies that                      is the owner of fully paid and non-assessable shares of the
Contingent Convertible Perpetual Non-Cumulative Preferred Stock, no par value, of Citizens Republic
Bancorp, Inc. (hereinafter called the Corporation), transferable on the books of the Corporation by
the holder hereof in person or by duly authorized attorney, upon surrender of this Certificate
properly endorsed. This Certificate and the shares represented hereby are issued and shall be held
subject to all the provisions of the Articles of Incorporation of Citizens Republic Bancorp, Inc.
and all amendments thereto (copies of which are on file at the office of the Transfer Agent) to all
of which the holder of this Certificate by acceptance hereof assents. This Certificate is not valid
until countersigned by the Transfer Agent and registered by the Registrar.



     Witness the facsimile seal of the Corporation and the facsimile signatures of its duly
authorized officers.



	 	 	 
	Dated

	 	Countersigned and Registered
	 
	 	 
	 

	 	American Stock Transfer & Trust Co.
	 
	 	 
	 

	 	Transfer Agent and Registrar






	 	 	 	 	 	 	 
	By
	 	 	 	 	 	 
	 

	 	Authorized Signature
	 	Secretary
	 	[Title]
















 






REVERSE OF SECURITY




CITIZENS REPUBLIC BANCORP, INC.




     The shares of Contingent Convertible Perpetual Non-Cumulative Preferred Stock (the “CONTINGENT
CONVERTIBLE PREFERRED STOCK”) will automatically convert on the fifth business day after which the
Corporation receives the approval of holders of its Common Stock of an amendment to the Amended &
Restated Articles of Incorporation to increase the number of authorized shares of Common Stock to
permit the full conversion of the Contingent Convertible Preferred Stock into a number of shares of
Common Stock, no par value, of the Corporation (the “COMMON SHARES”) as provided in the Certificate
of Designations that amends the Amended and Restated Articles of Incorporation of the Corporation
relating to the Contingent Convertible Preferred Stock (the “CERTIFICATE OF DESIGNATIONS”). The
preceding description is qualified in its entirety by reference to the Certificate of Designations,
a copy of which will be furnished by the Corporation to any shareholder without charge upon request
addressed to the Secretary of the Corporation at its principal office in Flint, Michigan, or to the
Transfer Agent named on the face of this certificate.



     The Corporation will furnish to any shareholders, upon request, and without charge, a full
statement of the designations, relative rights, preferences and limitations of the shares of each
class and series authorized to be issued so far as the same have been determined and of the
authority of the Board to divide the shares into classes or series and to determine and change the
relative rights, preferences and limitations of any class or series. Any such request should be
addressed to the Secretary of the Corporation at its principal office in Flint, Michigan, or to the
Transfer Agent named on the face of this certificate.



     UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CORPORATION OR THE TRANSFER AGENT NAMED ON THE FACE
OF THIS CERTIFICATE, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH
OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE
& CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL IN AS
MUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO. HAS AN INTEREST HEREIN.



     TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO
NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF
THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET
FORTH IN THE CERTIFICATE OF AMENDMENT. IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO
THE TRANSFER AGENT NAMED ON THE FACE OF THIS CERTIFICATE SUCH CERTIFICATES AND OTHER INFORMATION AS
SUCH TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING
RESTRICTIONS.













 





ASSIGNMENT




FOR VALUE RECEIVED,                      HEREBY SELL, ASSIGN AND TRANSFER UNTO




Please Insert Social Security or

Other Identifying Number of Assignee




(Please Print or Typewrite Name and Address, Including Zip Code, of Assignee)



SHARES OF THE CAPITAL STOCK REPRESENTED BY THE WITHIN CERTIFICATE, AND DO HEREBY IRREVOCABLY
CONSTITUTE AND APPOINT



ATTORNEY TO TRANSFER THE SAID STOCK ON THE BOOKS OF THE WITHIN NAMED CORPORATION WITH FULL POWER OF
SUBSTITUTION IN THE PREMISES.




DATED




	 	 	 	 	 
	 

	 	NOTICE:
	 	The Signature to this Assignment Must Correspond
with the Name As Written Upon the Face of the
Certificate in Every Particular, Without Alteration or
Enlargement or Any Change Whatever.






SIGNATURE GUARANTEED




(Signature Must Be Guaranteed by a Member




of a Medallion Signature Program)