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number of RSUs shall be settled in freely transferable shares of the Company’s Common Stock,which may occur in installments, if so required by Section 4.          (b) Fifty percent (50%) of the Performance-Based portion of the Award (________ RSUs) issubject to the Company’s attainment of the designated Pre-Tax, Pre-Provision Income target forfiscal year 2011 (75% weighting), and the Company’s attainment of the designated Total ProvisionExpense for fiscal year 2011 (25% weighting). The two targets are separate, and the attainment ofone target but not both will not preclude payment of the percentage of RSUs attributable to theattained target, subject to satisfaction of the vesting and lapse restrictions. RSUs attributableto a Section 2(b) target that is not attained automatically shall be forfeited as of the last dayof the Company’s 2011 fiscal year. The percentage of RSUs attributable to an attained target underthe Section 2(b) portion of the Award shall 100% vest on the second anniversary of the Grant Dateif the Grantee has been continuously employed with the Company or an Affiliate between the GrantDate and the second anniversary of the Grant Date. Provided; however, that the RSUs subject toSection 2(b) of the Award shall not be transferred, pledged, assigned, or otherwise alienated orhypothecated until the later of the vesting date and the date(s) on which the RSUs are no longersubject to the TARP limitations set forth in Section 4 below, at which time the restrictions on theSection 2(b) RSUs shall lapse, and the associated number of RSUs shall be settled in freelytransferable shares of the Company’s Common Stock, which may occur in installments, if so requiredby Section 4.     **3. ****Time-Based RSUs Subject to Award****.**The RSUs subject to the Section 3 Time-Basedportion of the Award (__________ RSUs) shall 100% vest on the third anniversary of the Grant Dateif Grantee has been continuously employed with the Company or an Affiliate between the Grant Dateand the third anniversary of the Grant Date. Provided; however, that the RSUs shall not betransferred, pledged, assigned, or otherwise alienated or hypothecated until the later of thevesting date and the date(s) on which the RSUs are no longer subject to the TARP limitations inSection 4 below, at which time the restrictions on the Section 3 RSUs shall lapse, and theassociated number of RSUs shall be settled in freely transferable shares of the Company’s CommonStock, which may occur in installments, if so required by Section 4.     **4. ****Additional TARP Restrictions****.**     Notwithstanding the vesting terms described above (or in any other employment or severanceagreement), the RSUs subject to the Award shall not be settled in freely transferable shares of theCompany’s Common Stock earlier than the following schedule (except as necessary to reflect a mergeror acquisition of the Company):          (a) 25% of the RSUs subject to the Award at the time the Company repays 25% of the aggregatefinancial assistance received by the Company under TARP;          (b) An additional 25% of the RSUs subject to the Award at the time the Company repays 50% ofthe aggregate financial assistance received by the Company under TARP;          (c) An additional 25% of the RSUs subject to the Award at the time the Company repays 75% ofthe aggregate financial assistance received by the Company under TARP; and          (d) An additional 25% of the RSUs at the time the Company repays 100% of the aggregatefinancial assistance received by the Company under TARP.     **5**. **Lapse of Restricted Period.**          (a) Subject to compliance with Sections 6 and 7, restrictions on RSUs subject to the Awardshall be deemed to lapse at the close of business on the later of the vesting date and the date onwhich the RSUs are no longer subject to the TARP limitations set forth in Section 4.Notwithstanding the foregoing, in the event of Grantee’s (i) death, (ii) Disability, (iii)retirement or (iv) termination of
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employment that would entitle Grantee to severance payments pursuant to the provisions of theCompany’s Severance Pay Plan, as in effect from time to time (the “Severance Pay Plan”), theoutstanding Time-Based RSUs, and the Performance-Based RSUs that have satisfied the Company’sperformance targets but are not vested, shall vest based on the number of months that have lapsedin the vesting period. For purposes of this Agreement, notwithstanding the definition in the Plandocument, “retirement” shall mean Grantee’s cessation of employment for reasons other than Causefollowing the later of Grantee’s 55th birthday and completion of five years ofemployment with the Company or an Affiliate. All outstanding RSUs shall 100% vest in the event ofa Change in Control. Upon the later of the vesting date and the date(s) on which such RSUs are nolonger subject to the TARP limitations in Section 4, the associated number of RSUs shall be settledin freely transferable shares of the Company’s Common Stock. If Grantee’s employment with theCompany or its Affiliates terminates prior to full vesting other than under the circumstancesdescribed in this Section 5, any portion of the Award that has not vested at the time of suchtermination shall be forfeited.          (b) Until the lapse of all applicable restrictions described in Sections 2 through 5 on RSUssubject to this Award, any certificate evidencing the shares subject to the Award shall carry thefollowing restrictive legend:The sale or other transfer of the restricted stock units representedby this certificate, whether voluntary, involuntary or by operationof law, is subject to certain restrictions on transfer set forth inthe Citizens Republic Bancorp Stock Compensation Plan (the “Plan”),rules and administrative guidelines adopted pursuant to such Planand an Agreement dated May 4, 2010. A copy of the Plan, such rulesand such Agreement may be obtained from the Secretary of CitizensRepublic Bancorp, Inc.          (c) The Company reserves the right to place stop transfer instructions on the RSUs which aresubject to the restrictions described in Sections 2(a), 2(b) and 3 of this Agreement. Granteeshall be entitled to removal of such legend and stop transfer instructions at the time or timesprovided by, and in accordance with, Section 10.3 of the Plan.     **6**. **Restrictive Covenants****.**          As consideration for the grant of this Award, Grantee agrees to comply with and be bound bythe following restrictive covenants:          (a) Non-Disclosure of Confidential Information. All “Confidential Information”concerning Company and its customers shall be kept strictly confidential and shall not be disclosedby Grantee to any third parties or used by Grantee in a manner contrary to Company’s interests atany time without the prior consent of Company, except as required by law. “ConfidentialInformation” includes customer and client lists and all customer, technical, business, marketing,financial, systems and personnel information from whatever source, the disclosure of which might becontrary to the interests of Company, excluding information which is or becomes publicly availableother than by Grantee’s acts or omissions. All Confidential Information and all other property ofCompany will be returned to Company on or before the date Grantee’s active status terminates, andGrantee will not retain any copies in any form.          (b) Non-Solicitation of Employees and Customers. During Grantee’s employment and fora period of one year following Grantee’s termination of employment for any reason, includingretirement, Grantee shall not, without the prior written consent of Company:               (i) on his/her own behalf or on behalf of any third party, whether directly or indirectly,hire or employ, attempt to hire or employ, or solicit, encourage or induce to leave employment withCompany or to accept employment elsewhere than Company, any person who was employed by Company atany time during the 18-month period beginning six months prior to the termination of Grantee’semployment and ending one year after such termination.
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               (ii) on his/her own behalf or on behalf of any third party, whether directly or indirectly,provide, sell, market or endeavor to provide, sell or market any Competing Services to anyRestricted Customers (as such terms are defined below), or otherwise solicit or communicate withany Restricted Customers for the purpose of selling or providing any Competing Services.“Competing Services” means any products or services that are similar to or competitive with theproducts and services sold or offered by Company. “Restricted Customers” means any of Company’scurrent, former, or prospective customers to whom Grantee provided services, with whom Grantee hadbusiness contact on behalf of Company, with respect to whom Grantee has confidential information,or with whom Grantee had any responsibilities during the last two years of Grantee’s employmentwith Company.          (c) Non-disparagement. During Grantee’s employment and following Grantee’s terminationof employment for any reason, including retirement, Grantee shall not publicly or privately makedisparaging comments with respect to Company or it’s management in general and specifically withrespect to any of Company’s personnel, operations, products, policies or practices.          (d) Non-Competition. During Grantee’s employment and for a period of one yearfollowing Grantee’s termination of employment for any reason, including retirement, Grantee shallnot, without the prior written consent of Company, become employed by (including self-employment)or otherwise provide services to or on behalf of any person or entity whose business competes withCompany where both:               (i) Grantee will be called to perform the same or substantially similar functions to thosewhich Grantee performed while employed by Company during the one-year period prior to thetermination of Grantee’s employment, and               (ii) Grantee will, by virtue of the new business relationship, be acting in a manner which isor may reasonably be expected to be prejudicial to or in conflict with the interests of Company, asdetermined in the reasonable discretion of the Chief Executive Officer of Company or the ChiefExecutive Officer’s designee.The restrictions set forth in this paragraph 6(d) shall not apply following a termination ofGrantee’s employment that would entitle Grantee to severance payments pursuant to the provisions ofthe Company’s Severance Pay Plan.          (e) Subsequent Assistance. Following Grantee’s termination of employment for anyreason, (other than death and in certain instances, Disability) Grantee shall furnish suchreasonable subsequent assistance requested by Company that is deemed material to the transition ofresponsibilities from Grantee to his or her successor.          (f) Reformation. If any portion of these restrictive covenants is found to beunenforceable, any court of competent jurisdiction may reform the restrictions as to time,geographical area or scope to the extent required to make the provision enforceable underapplicable law.          (g) Disclosure of Information. Grantee hereby agrees that he/she shall provideCompany with any information reasonably requested to determine compliance with these restrictivecovenants and authorizes Company to disclose the covenants and the remedies for their violation toany third party who might be affected thereby, including Grantee’s prospective employer.          (h) Cancellation and Other Remedies. If Grantee violates the restrictive covenantsdescribed in Sections 6(a) through 6(e) above:               (i) all RSUs subject to this Award that are subject to restriction shall be forfeitedimmediately,
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               (ii) all RSUs that were covered by this grant and were settled in freely transferable sharesof Company Common Stock within the period beginning one year prior to the termination of Grantee’semployment, net of any taxes withheld (whether withheld in cash or shares), shall be canceledimmediately for no consideration, and               (iii) Grantee shall be required to reimburse Company in an amount equal to any gain realizedby Grantee (determined as of the sale date) with respect to the sale of any shares originallygranted as RSUs pursuant to this Award within the period beginning one year prior to thetermination of Grantee’s employment and ending six (6) months after the termination of Grantee’semployment, net of any taxes withheld (whether withheld in cash or shares).          Grantee acknowledges that a violation or attempted violation on his or her part of therestrictive covenants set forth in Sections 6(a) relating to disclosure of ConfidentialInformation, 6(b) relating to solicitation of Company’s employees and customers and 6(c) relatingto the making of disparaging comments concerning Company shall cause immediate and irreparabledamage to Company, and therefore agrees that Company shall be entitled as a matter of right to aninjunction from any court of competent jurisdiction restraining any violation or further violationof such terms, such right to an injunction, however, shall be cumulative and in addition towhatever other remedies Company may have under law or equity. With respect to any violation of therestrictive covenants set forth in Sections 6(d) relating to noncompetition and 6(e) relating tosubsequent assistance, the right to injunctive relief shall not apply and only the remedies setforth in sub-sections 6(h)(i), (ii) and (iii) shall be available to Company. In any action orproceeding by Company to enforce these restrictive covenants where Company is the prevailing party,Company shall be entitled to recover from Grantee its reasonable attorneys’ fees and expensesincurred in such action or proceeding.     **7. ****Clawback**. Grantee acknowledges that this Award is subject to all applicableclawback policies of the Company, including but not limited to recovery or “clawback” by theCompany if the lapse of restrictions on RSUs subject to the Award is or was based on materiallyinaccurate financial statements or violates TARP or the rules, regulations and/or governmentguidance issued thereunder. Grantee acknowledges that this Award Agreement may be amended asnecessary to comply with the requirements and/or limitations under TARP or any other federalrequirements, which could include revocation of all or a portion of the Award.     **8. ****Code Section 409A and TARP**. It is intended that this Award Agreement and RSUsgranted pursuant to the Award shall be exempt from or in compliance with Section 409A of theInternal Revenue Code of 1986, as amended (the “Code”). If RSUs subject to the Award becomesubject to taxation under Code Section 409A, Grantee agrees that the Company, without the consentof Grantee, may modify this Award Agreement to the extent and in a manner that the Company deemsnecessary or advisable or shall take such other action or actions, including an amendment or actionwith retroactive effect, which the Company deems appropriate to keep the Award from being subjectto Code Section 409A or to amend the Award to comply with Code Section 409A.     **9**. **Non-Assignability of Award****.**     (a) The Award hereby granted shall not be transferable. No purported assignment or transferof this Award, or of the rights represented thereby, whether voluntary or involuntary, by operationof law or otherwise, shall vest in the purported assignee or transferee any interest or rightwhatsoever. For the avoidance of doubt, the parties acknowledge that this Section 9 applies to theAward itself, not to the RSUs or settlement of the RSUs in shares of the Company’s Common Stock,and that the transferability of the RSUs subject to the Award and the settlement of the RSUs inshares of the Company’s Common Stock shall be governed by Sections 2 through 7 of this Agreement.     (b) This Award is subject to TARP and in accordance with the Preamble to the Interim FinalRule, is intended to satisfy the short-term deferral rule under Code Section 409A, and pursuant tothe Preamble intends that settlement of the Award shall not be treated as a payment outside of theshort-term deferral rule if the settlement is made promptly following the first date on which thepayment could be
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made without violating TARP and the agreement between the Company as the TARP recipient andthe U.S. Department of Treasury.     **10. ****Adjustments****.**In the event of any stock dividend, reclassification, subdivision orcombination, or similar transaction affecting the RSUs covered by this Award, the rights of Granteeare subject to adjustment as provided in Section 9.1 of the Plan to the extent deemed necessary bythe Committee.     **11**. **No Shareholder Rights****.**During the Restricted Period, Grantee shall not beconsidered the record owner of the shares subject to this RSU Award and shall have no rights of ashareholder (including no voting and dividend rights) with respect to the shares subject to theAward. Notwithstanding the foregoing, if Grantee’s RSUs are settled into freely transferableshares of Company Common Stock, at the time of settlement, Grantee shall receive payment inaccordance with Section 4.6 of the Plan for dividend equivalents on the number of shares settledthat had paid dividends during the Restricted Period.     **12. ****Withholding****.**No later than the date as of which an amount first becomesincludible in the gross income of Grantee for federal income tax purposes with respect to any RSUssubject to this Award, Grantee shall pay to the Company, or make arrangements satisfactory to theCompany regarding the payment of, all federal, state and local income and employment taxes that arerequired by applicable laws and regulations to be withheld with respect to such amount. Granteeauthorizes the Company to withhold from his or her compensation, including withholding fromGrantee’s Award, to satisfy any income and employment tax withholding obligations in connectionwith the Award. If Grantee is no longer employed by the Company at the time any applicable taxesare due and must be remitted by the Company, Grantee agrees to pay applicable taxes to the Company,and the Company may delay removal of the restrictive legend until proper payment of such taxes hasbeen made by Grantee. Grantee may satisfy such obligations under this Section 12 by any methodauthorized under Section 10.5 of the Plan.     **13**. **Notices****.**Every notice relating to this Award Agreement shall be in writing and ifgiven by mail shall be given by registered or certified mail with return receipt requested. Allnotices to the Company shall be delivered to the Secretary of the Company at the Company’sheadquarters. All notices by the Company to Grantee shall be delivered to Grantee personally oraddressed to Grantee at Grantee’s last residence address as then contained in the records of theCompany or such other address as Grantee may designate. Either party by notice to the other maydesignate a different address to which notices shall be addressed. Any notice given by the Companyto Grantee at Grantee’s last designated address shall be effective to bind any other person whoshall acquire rights hereunder.     **14**. **Governing Law****.**This Award Agreement (a) shall be governed by and construed inaccordance with the laws of the State of Michigan without giving effect to conflict of laws, and(b) is not valid unless it has been signed by Grantee and the Company.     **15. ****Provisions of Plan Controlling****.**Except as provided in Sections 2, 4, 6 and 7 ofthis Agreement, the provisions hereof are subject to the terms and provisions of the Plan, and inthe event of any conflict between the provisions of this Agreement and the Plan , the provisions ofthe Plan shall control, except with regard to Sections 2, 4, 5, 6 and 7.     **16. ****Acceptance of Agreement****.*****This Agreement must be accepted by Grantee on the Soliumweb site no later than the close of business on June 4, 2010.***In the event that this AwardAgreement is not accepted by Grantee pursuant to the procedures set forth on the Solium web site,the RSUs granted hereunder shall be canceled immediately and Grantee shall forfeit all rightshereunder.     **IN WITNESS WHEREOF**, the parties hereto have executed this Award Agreement as of the day andyear first above written.**GRANTEE CITIZENS REPUBLIC BANCORP, INC.** _______________________  By: ______________________ 
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**Appendix to Long-Term Incentive Restricted Stock Unit Agreement**The form of this Agreement was used in connection with the May 4, 2010 grant of Company restrictedstock units in the amount listed to the following Named Executive Officer.    Name of Executive Officer Number of Restricted Stock UnitsThomas W. Gallagher  104,476
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