exv10w7






Exhibit 10.7

(Form 10-K)




AMENDMENT TO THE

CITIZENS REPUBLIC BANCORP

DEFERRED COMPENSATION PLAN FOR EXECUTIVES




     This Amendment to the Citizens Republic Bancorp Deferred Compensation Plan For Executives
(the “Plan”) is adopted by Citizens Republic Bancorp, a Michigan corporation (the
“Corporation”). This Amendment is adopted with reference to the following:



     A. The Corporation has maintained the Plan for several years. The Plan was amended and
restated in its entirety effective January 1, 2008;



     B. The Corporation wishes to amend the Plan to clarify that the definition of
compensation under the Plan, for purposes of deferral of compensation, is limited to cash
compensation and excludes compensation paid in stock.



     NOW, THEREFORE, the Plan is amended as follows:



     1. Section 10.06 of the Plan is amended in its entirety to read as
follows:




     10.06 “Compensation” means the Participant’s total of base salary or other
wages, plus bonuses, as reported on IRS Form W-2. “Base Compensation” means
that portion of a Participant’s Compensation that constitutes base salary which is paid
in cash and is paid regularly throughout the year to the Participant. For purposes of
deferral under this Plan, Base Compensation shall not include any compensation paid in
stock. “Bonus” means awards that are paid to the Participant in cash on a
nonrecurring basis under the Corporation’s Bonus Award Plan. In all cases, Compensation
of either type shall include any before-tax contributions made to this Plan or any
other plan by the Employer from such Compensation amount at the election of the
Participant through deferral, but excludes any other contributions made by the Employer
on behalf of the Participant under this Plan or any other plan or fringe benefit
program of the Employer.



     2. This Amendment is effective December 8, 2010.



     The Company has caused this Amendment to be executed on December 8, 2010.



	 	 	 	 	 
	 	CITIZENS REPUBLIC BANCORP

 	 
	 	By  	/s/ Susan P. Brockett
 	 
	 	 	Its Corporate Human Resources Director 	 
	 	 	 	 
	 





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Exhibit 10.7

(Form 10-K)




AMENDMENT TO THE

CITIZENS REPUBLIC BANCORP

DEFERRED COMPENSATION PLAN FOR DIRECTORS





     This Amendment to the Citizens Republic Bancorp Deferred Compensation Plan For Directors
(the “Plan”) is adopted by Citizens Republic Bancorp, a Michigan corporation (the
“Corporation”). This Amendment is adopted with reference to the following:



     A. The Corporation has maintained the Plan for several years. The Plan was amended and
restated in its entirety effective January 1, 2008;



     B. The Corporation wishes to amend the Plan to clarify that the definition of
compensation under the Plan, for purposes of deferral of compensation, is limited to cash
compensation and excludes Directors’ board or committee retainers or other compensation paid
in stock.



     NOW, THEREFORE, the Plan is amended as follows:



     1. Section 8.05 of the Plan is amended in its entirety to read as
follows:




     8.05 “Compensation” means, meeting fees paid in cash by the Corporation or
any of its subsidiaries to a Director, including any before-tax contributions made to
this Plan or any other plan by the Corporation from such Compensation amount at the
election of the Participant through deferral, but excludes any other contributions made
by the Corporation on behalf of the Participant under this Plan or any other plan or
fringe benefit program of the Corporation. Compensation excludes Directors’ board or
committee retainers or other compensation paid in stock.



     2. This Amendment is effective December 8, 2010.



     The Company has caused this Amendment to be executed on December 8, 2010.



	 	 	 	 	 
	 	CITIZENS REPUBLIC BANCORP

 	 
	 	By  	/s/ Susan P. Brockett
 	 
	 	 	Its Corporate Human Resources Director 	 
	 	 	 	 
	 





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