complaints, remedies, losses, demands, obligations, costs, expenses, fees (including, withoutlimitation attorneys’ fees), or any and all other liabilities or claims of whatsoever nature,whether arising in contract, tort, or any other theory of action, whether arising in law or inequity, whether known or unknown, choate or inchoate, matured or unmatured, contingent or fixed,liquidated or unliquidated, accrued or unaccrued, asserted or unasserted, including, but notlimited to, any claim and/or claim of damages or other relief for tort, breach of contract,personal injury, negligence, age discrimination under The Age Discrimination In Employment Act of1967 (as amended), employment discrimination prohibited by other federal, state or local lawsincluding sex, race, national origin, marital status, age, handicap, height, weight, or religiousdiscrimination, and any other claims for unlawful employment practices or any other unlawfulcriterion or circumstance which Executive and Releasors had or now have against each or any ofCitizens, its parents, direct or indirect subsidiaries, divisions, affiliates and related companiesor entities, regardless of its or their form of business organization (the “Citizens Entities”),any predecessors, successors, joint ventures, and parents of any Citizens Entity, and any and allof their respective past or present directors, officers, shareholders, partners, employees,consultants, independent contractors, trustees, administrators, insurers, agents, attorneys,representatives and fiduciaries, successors and assigns including without limitation all personsacting by, through, under or in concert with any of them (all collectively, the “Released Parties”)arising out of or relating to his employment relationship with Citizens including but not limitedto the transition from full time employment to part time employment.     10. Executive agrees that he shall continue as an employee “at will” serving at the pleasureof the board of directors of Citizens and shall have no contractual right to employment withCitizens.     11. Executive agrees that the benefits of this Agreement are in lieu of any benefits that hewould otherwise be entitled to under any severance pay program sponsored by Citizens includingwithout limitation, the “Citizens Republic Bancorp Severance Pay Plan” and as such, Executive willnot be eligible for additional severance benefits should Executive’s position as described hereinbe subsequently eliminated.     12. Executive shall not be eligible to receive future grants of equity based long-termincentive compensation provided however, current grants of restricted stock to Executive shallcontinue to vest in the normal course so long as Executive continues to be employed by Citizens.     13. Executive understands that he does not waive rights or claims that may arise after thedate this Agreement is executed.     14. Executive further agrees that he has read this Agreement carefully and understands all ofits terms.     15. Executive understands and agrees that he is advised to consult with an attorney prior toexecuting this Agreement.     16. Executive understands that he is entitled to consider this Agreement for at leasttwenty-one (21) days before signing it. However, after due deliberation, Executive may elect tosign this Agreement without availing himself of the opportunity to consider its provisions for atleast twenty-one (21) days. Executive hereby acknowledges that any decision to shorten the timefor considering this Agreement prior to signing it is voluntary,and such decision is not induced by or through fraud, misrepresentation, or a threat to withdraw oralter the provisions set forth in this Agreement in the event Executive elected to consider thisAgreement for at least twenty-one (21) days prior to signing it.     **17. Executive understands that he may revoke this Agreement as it relates to any potentialclaim that could be brought or filed under the Age Discrimination in Employment Act, 29 U.S.C.§§621-634, within seven (7) days after the date on which he signs this Agreement, and that thisAgreement as it relates to such a claim does not become effective until the expiration of the seven(7) day period. In the event that Executive wishes to revoke this Agreement within the seven (7)day period, he understands that he must provide such revocation in writing to Citizens RepublicBancorp, Inc., Attn: William R. Hartman, 328 S. Saginaw Street, Flint, Michigan 48502.**     18. In agreeing to sign this Release and Settlement Agreement, Executive is doing sovoluntarily and agrees that he has not relied on any oral statements or explanations made byCitizens or its representatives.     19. This Agreement shall not be construed as an admission of wrongdoing by either Executive orCitizens.     20. This Agreement contains the entire Agreement between Executive and Citizens and, except asexpressly provided herein, shall supersede any other agreement between the parties with respect tothe subject matter hereof. Any modification of this Agreement must be made in writing and signedby both Executive and Citizens.
 

 
       /s/ Anthony E. Moore   /s/ Clinton A. Sampson         Anthony E. Moore   Clinton A. Sampson  Witness                 Date: November 4, 2008             CITIZENS REPUBLIC BANCORP, INC.       /s/ Anthony E. Moore   /s/ William R. Hartman         Anthony E. Moore   William R. Hartman  Witness   Its: Chairman, President and           Chief Executive Officer             Date: November 4, 2008