for vesting and earning the First Installment pursuant to paragraph 2(a)(i) were notsatisfied, will lapse, and such shares will be vested and earned, at the close of business onJanuary 29, 2012 if both of the following performance measures are met:          (A) The Company earns net income of at least $1.00 (determinedin accordance with U.S. generally accepted accounting principlesconsistently applied) for the fiscal year ending December 31, 2011;and          (B) The Company’s Pre-Tax/Pre-Provision Income for the fiscalyear ending December 31, 2011 is higher than itsPre-Tax/Pre-Provision Income for the fiscal year ending December 31,2010.               (iii) Shares subject to the Restricted Stock Award that are not vested and earned pursuant toparagraph 2(a)(i) or (ii) will be canceled.               (iv) “Pre-Tax/Pre-Provision Income” means net income (loss) (determined in accordance withU.S. generally accepted accounting principles consistently applied) excluding income tax provision(benefit), the provision for loan losses, and impairment charges (such as goodwill, creditwritedowns and fair-value adjustments), as disclosed in the Company’s earnings release.          (b) Except as set forth in paragraph 2(c), the Cash Award shall be vested and earned andbecome payable in three equal installments at the close of business on each of the one year, twoyear and three year anniversaries of the Grant Date, if Grantee is still employed with the Companyor an Affiliate on the applicable date(s).          (c) If Grantee ceases to be employed with the Company or an Affiliate, the following shallapply:               (i) If termination of employment is due to Grantee’s retirement or resignation, or Grantee’semployment is terminated by the Company for Cause, the unvested portions of the Restricted StockAward and Cash Award on the date of termination shall be cancelled and forfeited on such date.               (ii) If termination of employment is due to elimination by the Company of Grantee’s position,then (A) the unvested portion of the Cash Award shall be cancelled and forfeited on the date oftermination; and (B) a pro-rata portion of the shares subject to the Restricted Stock Award shallremain available for vesting if the applicable conditions in paragraph 2(a) are satisfied,determined as follows: (I) as to the First Installment, a number of shares equal to the product of(x) the number of shares in the First Installment, and (y) a fraction, the numerator of which isthe number of days that have elapsed from the Grant Date through the date of such termination up toa maximum of 365, and the denominator of which is 365; and (II) as to the Second Installment, anumber of shares equal to the product of (x) the number of shares in the Second Installment, and(y) a fraction, the numerator of which is the number of days that have elapsed from the Grant Datethrough the date of such termination up to a maximum of 730, and the denominator of which is 730.Any shares not remaining available for vesting under (B)
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shall be cancelled and forfeited on the date of termination. Shares remaining available forvesting under (B) shall become vested and earned only if the conditions specified in paragraph 2(a)have been satisfied.               (iii) If termination of employment is due to Grantee’s death, Disability, or a termination ofemployment by the Company without Cause, then (A) a pro-rata portion of the unvested Cash Awardshall become vested and earned equal to the product of (i) the amount of the Cash Award subject tovesting on the next anniversary of the Grant Date and (ii) a fraction, the numerator of which isthe number of days that have elapsed from the later of the previous vesting date or the Grant Datethrough the date of such termination, and the denominator of which is 365, and such amount shall bepayable on the next vesting date; and (B) a pro-rata portion of the shares subject to theRestricted Stock Award shall remain available for vesting if the applicable conditions in paragraph2(a) are satisfied, determined as follows: (I) as to the First Installment, a number of sharesequal to the product of (x) the number of shares in the First Installment, and (y) a fraction, thenumerator of which is the number of days that have elapsed from the Grant Date through the date ofsuch termination up to a maximum of 365, and the denominator of which is 365; and (II) as to theSecond Installment, a number of shares equal to the product of (x) the number of shares in theSecond Installment, and (y) a fraction, the numerator of which is the number of days that haveelapsed from the Grant Date through the date of such termination up to a maximum of 730, and thedenominator of which is 730. Any shares not remaining available for vesting under (B) and anyother unvested portion of the Cash Award at the date of termination shall be cancelled andforfeited on the date of termination. Shares remaining available for vesting under (B) shallbecome vested and earned only if the conditions specified in paragraph 2(a) have been satisfied.               (d) In the event of a Change in Control, vesting shall occur as provided in the Plan and inaccordance with any Amended and Restated Change in Control Agreement between the Company andGrantee.               (e) Until the lapse of all restrictions provided in paragraph 2(a) on the shares subject tothe Restricted Stock Award, any certificate evidencing unvested shares subject to the RestrictedStock Award shall carry the following restrictive legend:The sale or other transfer of the shares of stock represented bythis certificate, whether voluntary, involuntary or by operation oflaw, is subject to certain restrictions on transfer set forth in theCitizens Banking Corporation Stock Compensation Plan (the “Plan”),rules and administrative guidelines adopted pursuant to such Planand an Agreement dated January 29, 2009. A copy of the Plan, suchrules and such Agreement may be obtained from the Secretary of theCompany.     The Company shall also have the right to place stop transfer instructions on certificatesrepresenting unvested shares which are subject to the Restricted Stock Award. Grantee shall beentitled to removal of such legend and stop transfer instructions at the time or times provided by,and in accordance with, Section 3.05 of the Plan.
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     3. **Restrictive Covenants**.     As consideration for the grant of this restricted stock award, Grantee agrees to comply withand be bound by the following restrictive covenants:          (a) **Non-Disclosure of Confidential Information**. All “Confidential Information”concerning Company and its customers will be kept strictly confidential and will 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 for aperiod of one year following Grantee’s termination of employment for any reason, includingretirement, Grantee will 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.               (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. “CompetingServices” means any products or services that are similar to or competitive with the products andservices sold or offered by Company. “Restricted Customers” means any of Company’s current, former,or prospective customers to whom Grantee provided services, with whom Grantee had business contacton behalf of Company, with respect to whom Grantee has confidential information, or with whomGrantee had any responsibilities during the last two years of Grantee’s employment with Company.          (c) **Non-disparagement**. During Grantee’s employment and following Grantee’s terminationof employment for any reason, including retirement, Grantee will not publicly or privately makedisparaging comments with respect to Company or its 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 willnot, without the prior written consent of Company, become employed by (including self-
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employment) or otherwise provide services to or on behalf of any person or entity whosebusiness competes with Company 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 his or herdesignee.The restrictions set forth in this paragraph 3(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 will provide Companywith any information reasonably requested to determine compliance with these restrictive covenantsand authorizes Company to disclose the covenants and the remedies for their violation to any thirdparty who might be affected thereby, including Grantee’s prospective employer.          (h) **Cancellation and Other Remedies**. If Grantee violates the restrictive covenantsdescribed in paragraphs 3(a) through 3(e) above:               (i) the unvested portions of any Cash Award and Restricted Stock Award will be forfeitedimmediately,               (ii) Any vested portion of the Cash Award and Restricted Stock Award that became vested andearned within the period beginning one year prior to the termination of Grantee’s employment, netof any taxes withheld (whether withheld in cash or shares), shall be canceled immediately for noconsideration, and               (iii) Grantee will be required to reimburse Company in an amount equal to any gain realized byGrantee (determined as of the sale date) with respect to the sale of any shares originally coveredby the Restricted Stock Award within the period beginning one year prior to the termination ofGrantee’s employment and ending six (6) months after the termination of Grantee’s employment, netof any taxes withheld (whether withheld in cash or shares).
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Grantee acknowledges that a violation or attempted violation on his or her part of the restrictivecovenants set forth in paragraph 3 will cause immediate and irreparable damage to Company, andtherefore agrees that Company will be entitled as a matter of right to an injunction from any courtof competent jurisdiction restraining any violation or further violation of such terms, such rightto an injunction, however, will be cumulative and in addition to whatever other remedies Companymay have under law or equity. In any action or proceeding by Company to enforce these restrictivecovenants where Company is the prevailing party, Company shall be entitled to recover from Granteeits reasonable attorneys’ fees and expenses incurred in such action or proceeding.     4. **Non-Assignability of Award**. The awards hereby granted shall not be transferable. Nopurported assignment or transfer of these awards, or of the rights represented thereby, whethervoluntary or involuntary, by operation of law or otherwise, shall vest in the purported assignee ortransferee any interest or right whatsoever. For the avoidance of doubt, the parties acknowledgethat this paragraph 4 applies to the awards themselves, not to the shares subject to the RestrictedStock Award, and that the transferability of the shares subject to the Restricted Stock Award shallbe governed by paragraph 2 of this Agreement.     5. **Adjustments**. In the event of any stock dividend, reclassification, subdivision orcombination, or similar transaction affecting the shares covered by the Restricted Stock Award, therights of Grantee are subject to adjustment as provided in Section 6.01 of the Plan to the extentdeemed necessary by the Committee.     6. **Rights as Shareholder**. Until shares subject to the Restricted Stock Award arevested or cancelled, Grantee shall be considered the record owner of such shares and shall have allthe rights of a shareholder (including voting and dividend rights) with respect to such sharescommencing on the Grant Date. Notwithstanding the foregoing, if any dividends or distributions arepaid in shares of Common Stock during such time, the dividend or other distribution in shares shallbe subject to the same restrictions on transferability as the shares of restricted stock withrespect to which they were paid.     7. **Withholding**. No later than the date as of which an amount first becomes includiblein the gross income of Grantee for federal income tax purposes with respect to any of the awardshereunder, Grantee shall pay to the Company, or make arrangements satisfactory to the Companyregarding 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 to satisfy any income andemployment tax withholding obligations in connection with the award. If Grantee is no longeremployed by the Company at the time any applicable taxes are due and must be remitted by theCompany, Grantee agrees to pay applicable taxes to the Company, and the Company may delay removalof the restrictive legend until proper payment of such taxes has been made by Grantee. Grantee maysatisfy such obligations under this paragraph 7 by any method authorized under Section 7.06 of thePlan.     8. **Notices**. Every notice relating to this Agreement shall be in writing and if givenby mail shall be given by registered or certified mail with return receipt requested. All noticesto the Company shall be delivered to the Secretary of the Company at the Company’s headquarters.All
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notices by the Company to Grantee shall be delivered to Grantee personally or addressed toGrantee at Grantee’s last residence address as then contained in the records of the Company or suchother address as Grantee may designate. Either party by notice to the other may designate adifferent address to which notices shall be addressed. Any notice given by the Company to Granteeat Grantee’s last designated address shall be effective to bind any other person who shall acquirerights hereunder.     9. **Governing Law**. This Agreement shall be governed by and construed in accordance withthe laws of the State of Michigan without giving effect to conflicts of laws.     10. **Provisions of Plan Controlling**. Except as provided in paragraph 2 of thisAgreement, in the event of any conflict between the provisions of this Agreement and the provisionsof the Plan, the provisions of the Plan shall control.     11. **Code Section 409A**. It is intended that the awards granted hereunder shall beexempt from or in compliance with Code Section 409A. The Committee reserves the right to amend thisAgreement if necessary to exempt such awards from Code Section 409A or comply with the requirementsof Code Section 409A, as applicable. Further, if Grantee is a “Specified Employee” (as definedunder Code Section 409A and IRS guidance issued thereunder), Grantee shall be required to delaypayment of any award hereunder for six (6) months after separation from service to the extent suchaward is governed by Code Section 409A and the delay is required thereunder.     12. **Clawback**. Grantee acknowledges that the awards made pursuant to this Agreement aresubject to the Company’s Executive Compensation Clawback Policy and to any requirements to whichthe Company may be subject under applicable law or regulation to recover or “clawback” amountsreceived by Grantee, including without limitation restrictions imposed by the Emergency EconomicStabilization Act of 2008, the Troubled Asset Relief Program and applicable amendments thereto. Inaddition, notwithstanding any provision in this Agreement to the contrary, in the event it isdetermined by outside legal counsel to the Company in a written opinion addressed to the Board thatany portion of the awards made pursuant to this Agreement violates any applicable law orregulation, such portion shall be null and void *ab initio*and the remaining portion of the awardshereunder shall continue in effect.
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     IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and yearfirst above written.      GRANTEE  CITIZENS REPUBLIC BANCORP, INC.