exv10w67







EXHIBIT 10.67




RETAINER STOCK AGREEMENT




     THIS RETAINER STOCK AGREEMENT (the “Agreement”) is made as of the __ day of _________, 20__,
by and between Citizens Republic Bancorp, Inc. (the “Company”) and the undersigned grantee (the
“Grantee”), pursuant to the Citizens Republic Bancorp, Inc. Stock Compensation Plan (the “Plan”).
Capitalized terms not defined in this Agreement shall have the meanings respectively ascribed to
them in the Plan.



     WHEREAS, the Compensation and Human Resources Committee of the Board of Directors has resolved
to permit directors to elect to receive payment of their annual retainer fee and their committee
chair fees in the form of Company Common Stock reserved under the Plan on the terms set forth in
this Agreement;



     WHEREAS, as required by the Plan, this Agreement sets forth the terms of the deemed grants
pursuant to such arrangement;



     NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, it is agreed between the parties as follows:



     1. Retainer Stock Award. Subject to the terms and conditions hereof and of the Plan,
$_______ (the “Total Retainer Amount”), representing 100% of the Grantee’s [annual retainer fee]
[committee chair fee], shall be paid from the Plan on the Grant Date in the form of 100% vested,
non-forfeitable Restricted Stock with a Restriction Period of zero days (“Retainer Shares”). In
accepting such award, the Grantee acknowledges that he/she has no further right to receive the
Total Retainer Amount in cash.



     2. Grant Terms. The number of Retainer Shares to be issued in lieu of a cash payment
of the Grantee’s Total Retainer Amount shall be determined by dividing the Total Retainer Amount by
the Fair Market Value of the Company’s Common Stock on the Grant Date. The “Grant Date” for
purposes of this Agreement shall be the date on which the Total Retainer Amount is due and payable
to Grantee. If any fractional share results from the calculation, the number of shares issued
shall be rounded down to the nearest whole number and the fraction shall be disregarded.



     3. Non-Assignability of Agreement. The right to receive Retainer Shares under this
Agreement shall not be transferable. No purported assignment or transfer of this Agreement, or of
the rights represented thereby, whether voluntary or involuntary, by operation of law or otherwise,
shall vest in the purported assignee or transferee any interest or right whatsoever.



     4. Rights as Shareholder. Grantee shall be considered the record owner of the
Retainer Shares and shall have all the rights of a shareholder (including voting and dividend
rights) with respect to the Retainer Shares commencing on the Grant Date.



     5. Payment of Taxes. Grantee shall have full responsibility, and the Company shall
have no responsibility (except as may be imposed by applicable law), for satisfying any liability
for any federal, state or local income or other taxes required by law to be paid with respect to
the Retainer Shares. Grantee should seek his or her own tax counsel regarding the taxation of the
Retainer Shares.



     6. Notices. Every notice relating to this Agreement shall be in writing and if given
by mail shall be given by registered or certified mail with return receipt requested. All notices
to the Company shall be delivered to the Secretary of the Company at the Company’s headquarters.
All notices by the Company to Grantee shall be delivered to Grantee personally or addressed to
Grantee at Grantee’s last residence address as then contained in the records of the Company or such
other address as Grantee may designate. Either party by notice to the other may designate a
different address to which notices shall be addressed. Any notice given by the Company to Grantee
at Grantee’s last designated address shall be effective to bind any other person who shall acquire
rights hereunder.



     7. Governing Law. This Agreement shall be governed by and construed in accordance
with the laws of the State of Michigan without giving effect to conflict of laws principles.



 









 





     8. Provisions of Plan Controlling. The provisions of this Agreement are subject to
the terms and provisions of the Plan. Except to the extent expressly provided in this Agreement
and permitted by the Plan, in the event of any conflict between the provisions of this Agreement
and the provisions of the Plan, the provisions of the Plan shall control. Capitalized terms used
in this Agreement but not otherwise defined shall have the meaning ascribed to them in the Plan.



     IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year
first above written.



	 	 	 	 	 	 	 

	GRANTEE	 	CITIZENS REPUBLIC BANCORP, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 


	 	 	 	 

	 	 
	 

	 	Its: