exv10w53







EXHIBIT 10.53




AMENDMENT TO THE CITIZENS BANKING CORPORATION STOCK COMPENSATION PLAN




Pursuant to section 7.07(b) of the Citizens Banking Corporation Stock Compensation Plan (“Plan”),
and in accordance with authority granted by the Compensation and Human Resources Committee of the
Board of Directors on February 21, 2007, Citizens Republic Bancorp hereby adopts this Amendment to
the Plan.




	1.	 	Section 1.03(p) of the Plan is amended to read as follows:
	 
		 	(p) “Fair Market Value” means, with respect to a share of Common Stock on the Grant Date,
the closing price of the Common Stock on the Nasdaq Stock Market (“NSM”) as reported in
The Wall Street Journal for the Grant Date. In the event that there were no
Common Stock transactions on such date, the Fair Market Value shall be determined as of
the immediately preceding date on which there were Common Stock transactions. Unless
otherwise specified in the Plan, “Fair Market Value” for purposes of determining the
value of Common Stock on the date of exercise means the closing price of such Common
Stock on the NSM on the last date preceding the exercise on which there were Common Stock
transactions, as reported in The Wall Street Journal. If the Common Stock is not
listed for trading on the NSM on the relevant date, (1) the closing price on the
securities exchange (or, if there is more than one, the principal such exchange) on which
the Common Stock is traded as reported in The Wall Street Journal for the
relevant date; (2) if the shares are not listed for trading on any securities exchange or
the NSM on such date but closing price information is reported by Nasdaq or another
generally accepted reporting service, the closing price of the shares, as so reported by
Nasdaq or, if not reported by Nasdaq, another generally accepted reporting service, for
the relevant date; (3) if none of the foregoing is applicable, the fair market value of
the shares as of the relevant date, as determined by the Committee.
	 
	2.	 	1.03(q) of the Plan is amended to read as follows:
	 
		 	(q) “Grant Date” means the date on which the Committee authorizes an individual Option,
Restricted Stock Award, Restricted Stock Unit or Performance Award, which date shall be
generally restricted to the third Thursday of May of each year. The preceding
restriction on the Grant Date shall not be applicable to the Grant of Options, Restricted
Stock Awards, Restricted Stock Units and Performance Awards which, in the discretion of
the Committee, are necessary or appropriate for the hiring, continued retention or
promotion of Employees and/or Non-Employee Directors, in which situations the Grant Date
means the date on which the Committee authorizes an individual Option, Restricted Stock
Award, Restricted Stock Unit or Performance Award, or such later date as shall be
designated by the Committee.





Except as otherwise stated above, this Amendment is effective as of February 21, 2007.



In Witness Whereof, Citizens Republic Bancorp has caused this amendment to be executed as of
February 21, 2007.



	 	 	 	 	 	 	 	 	 
	 	 	 	 	CITIZENS REPUBLIC BANCORP	 	 
	 
	 	 	 	 	 	 	 	 
	/s/ Thomas W. Gallagher

	 	 	 	By:
	 	/s/ William R. Hartman	 	 
	 

Witness Thomas W. Gallagher

	 	 	 	 	 	 

William R. Hartman
	 	 
	 

	 	 	 	 	 	Chief Executive Officer