exv10w55






Exhibit 10.55









CITIZENS REPUBLIC BANCORP




DEFERRED COMPENSATION PLAN FOR DIRECTORS



Amended and Restated

Effective January 1, 2008




Prepared by:

Rosenberger Law Group PLLC4111

Andover Road, Suite 100 West

Bloomfield Hills, Michigan 48302




 









 








TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page	 
	ARTICLE 1 - PREAMBLES
	 	 	 	 
	 
	 	 	 	 
	Section 1.01 Establishment of Plan
	 	 	1	 
	Section 1.02 Grandfathered Accounts
	 	 	1	 
	Section 1.03 Applicable Law
	 	 	1	 
	Section 1.04 Defined Terms
	 	 	1	 
	 
	 	 	 	 
	ARTICLE 2 - ELIGIBILITY, PARTICIPATION AND ENROLLMENT
	 	 	 	 
	 
	 	 	 	 
	Section 2.01 Eligibility
	 	 	2	 
	Section 2.02 Participation
	 	 	2	 
	Section 2.03 Enrollment
	 	 	2	 
	 
	 	 	 	 
	ARTICLE 3 - CONTRIBUTIONS
	 	 	 	 
	 
	 	 	 	 
	Section 3.01 Sources of Contributions and Accounting
	 	 	4	 
	Section 3.02 Before-Tax Contributions
	 	 	4	 
	Section 3.03 No Other Contributions
	 	 	5	 
	Section 3.04 Adjustment of Accounts
	 	 	5	 
	 
	 	 	 	 
	ARTICLE 4 - DISTRIBUTIONS
	 	 	 	 
	 
	 	 	 	 
	Section 4.01 Date of Distribution
	 	 	7	 
	Section 4.02 Form of Distribution
	 	 	7	 
	Section 4.03 Election To Defer Receipt or Change Form of Distribution
	 	 	7	 
	Section 4.04 Special Rule for Specified Employees
	 	 	7	 
	Section 4.05 Designation of Beneficiary
	 	 	8	 
	Section 4.06 Return to Service
	 	 	8	 
	 
	 	 	 	 
	ARTICLE 5 - PROVISIONS RELATING TO ADMINISTRATION
	 	 	 	 
	 
	 	 	 	 
	Section 5.01 Plan Administration
	 	 	9	 
	Section 5.02 Claims Procedure
	 	 	9	 
	Section 5.03 Special Ruling
	 	 	11	 
	Section 5.04 Employment of Advisers
	 	 	11	 
	Section 5.05 Delegation to Officers or Employees
	 	 	11	 






(i)









 






	 	 	 	 	 
	 	 	Page	 
	ARTICLE 6 - AMENDMENT AND TERMINATION OF PLAN
	 	 	 	 
	 
	 	 	 	 
	Section 6.01 Amendment of the Plan
	 	 	13	 
	Section 6.02 Termination of the Plan
	 	 	13	 
	 
	 	 	 	 
	ARTICLE 7 - MISCELLANEOUS PROVISIONS
	 	 	 	 
	 
	 	 	 	 
	Section 7.01 Payments for the Benefit of Payee
	 	 	14	 
	Section 7.02 Non-Alienation of Benefits
	 	 	14	 
	Section 7.03 Nature of Plan
	 	 	14	 
	Section 7.04 Litigation
	 	 	14	 
	Section 7.05 Addresses and Mailing of Notices and Checks
	 	 	14	 
	Section 7.06 Action by Corporation
	 	 	15	 
	Section 7.07 Savings Clause
	 	 	15	 
	 
	 	 	 	 
	ARTICLE 8 - DEFINITIONS
	 	 	 	 
	 
	 	 	 	 
	Section 8.01 Account
	 	 	16	 
	Section 8.02 Accounting Date
	 	 	16	 
	Section 8.03 Beneficiary
	 	 	16	 
	Section 8.04 Code
	 	 	16	 
	Section 8.05 Compensation
	 	 	16	 
	Section 8.06 Corporation
	 	 	16	 
	Section 8.07 Director
	 	 	16	 
	Section 8.08 Effective Date
	 	 	16	 
	Section 8.09 ERISA
	 	 	16	 
	Section 8.10 Participant
	 	 	16	 
	Section 8.11 Plan
	 	 	16	 
	Section 8.12 Plan Administrator
	 	 	16	 
	Section 8.13 Plan Year
	 	 	16	 
	Section 8.14 Separation from Service
	 	 	17	 
	Section 8.15 Specified Employee
	 	 	17	 






(ii)









 






ARTICLE 1




PREAMBLES 




     Section 1.01 Establishment of Plan . Effective October 21, 1988, Citizens Banking Corporation
adopted the Citizens Banking Corporation Amended and Restated Director’s Deferred Compensation Plan
covering eligible directors of the corporation and its subsidiaries. That plan was amended and
restated effective as of July 1, 1994, which in turn was amended as of July 1, 1998, January 1,
2001, and January 1, 2003. Citizens Republic Bancorp (“Corporation”) now amends and restates that
plan effective January 1, 2008, except as otherwise provided herein, and renames the plan the
Citizens Republic Bancorp Deferred Compensation Plan for Directors (“Plan”).



     Section 1.02 Grandfathered Accounts . This amendment and restatement applies only to amounts
deferred under the Plan on and after January 1, 2005, and to amounts, if any, deferred under the
terms of the prior document before January 1, 2005 that were not vested as of December 31, 2004.
Amounts that were deferred under the prior document before January 1, 2005 that were vested as of
December 31, 2004 (“Grandfathered Accounts”) shall be subject to the provisions of the plan as in
effect on October 3, 2004, as the same may be amended by the Corporation without material
modification, it being expressly intended that such Grandfathered Accounts are to remain exempt
from the requirements of Code Section 409A.



     Section 1.03 Applicable Law . The Plan is intended to be a nonqualified deferred compensation
plan satisfying the requirements for deferral of income by eligible directors under the principles
of Rev. Rul. 61-60 and subsequent interpretations of the Internal Revenue Service and applicable
provisions of the Internal Revenue Code of 1986, as amended (“Code”), and in particular Code
Section 409A except to the extent provided by Section 1.02 above. In addition, it is intended that
the Plan be exempt from the Employee Retirement Income Security Act of 1974, as amended (“ERISA”),
to the extent provided by that law for an unfunded plan maintained primarily for the purpose of
providing deferred compensation for a select group of management. Where not so governed by the
principles of the Code or the limited provisions of ERISA applicable to such a plan, the Plan shall
be administered and construed in accordance with Michigan law.



     Section 1.04 Defined Terms . Throughout the Plan, various terms are used repeatedly, which
terms have very specific and definite meanings when capitalized in the text. For convenience, such
terms are collected and defined in Article 8. Wherever such capitalized terms appear in the Plan,
they shall have the meanings specified in that article.



 









 






ARTICLE 2 




ELIGIBILITY, PARTICIPATION AND ENROLLMENT 




     Section 2.01
Eligibility. Any Director of the Corporation is eligible to elect to participate
in the Plan. Participation in the Plan is voluntary.



     Section 2.02 Participation.



     (a) Meaning of Participation. A Participant who is eligible for the Plan as described in
Section 2.01, has commenced participation as provided in Section 2.02(b), has enrolled in the Plan
pursuant to Section 2.03, and has not ceased participation under Section 2.02(c), will have
maintained on the books and records of the Plan an Account in his/her name to which credits may be
made in accordance with Article 3. However, mere participation in the Plan does not entitle a
Participant to an ultimate benefit from the Plan; a Participant will receive a benefit only if
credits are actually made to his/her Account over his/her period of participation pursuant to
Article 3.



     (b) Commencement of Participation. An individual shall commence participation in the Plan on
the first day that he/she satisfies the applicable eligibility requirements of Section 2.01.



     (c) Termination of Participation. Participation in the Plan shall not terminate for a
Participant until the balance of his/her Account has been fully distributed, but the right to make
before-tax contributions as provided by Section 3.02 shall end as of December 31 of the year in
which the Participant ceases to meet the eligibility requirements of Section 2.01.



     (d) Resumption of Participation. An individual whose participation has terminated pursuant to
paragraph (c) above, or who otherwise has been ineligible to make deferrals because of a failure to
meet the eligibility requirements of Section 2.01, shall resume participation not earlier than
January 1 of the year following which he/she again meets the eligibility requirements of Section
2.01, unless the individual had not made any deferrals under the Plan for the last 24 months, in
which case the individual shall be treated as a new Participant entitled to make a first year
election in accordance with the provisions of the Plan.



     Section 2.03 Enrollment.



     (a) Meaning of Enrollment. Enrollment is the process of submitting to the Plan Administrator
an election to make contributions to the Plan, as further described in Article 3, designating a
Beneficiary to receive any death benefit provided by the Plan under Section 4.04, specifying an
initial set of investments by which earnings, gains and losses with respect to contributions made
to his/her Account will be measured, and electing the date and form of distribution for
distribution of the balance that accumulates in his/her Account.



     (b) Enrollment Date. A Participant will be enrolled in the Plan on the first regularly
established date for payment of Directors’ fees following the later of the date he/she commences
participation in the Plan as provided by Section 2.02(b) above, or the date the Plan Administrator
receives the Participant’s properly completed enrollment form, subject to any minimum
implementation period imposed by the Plan Administrator. Provided, however, that a Participant who



 









 





fails to submit an enrollment form by December 31 of the first calendar year of his/her eligibility
shall not be enrolled in the Plan until the January 1 following the date he/she does submit a
properly completed enrollment form.




     (c) Changes in Enrolled Status. A Participant may change his/her designated Beneficiary or set
of selected investments at any time, as provided by Sections 4.05 and 3.04(d), but he/she may
change the elected level of his/her contributions only as provided in Section 3.02 and may change
the elected date and form of distribution only as provided in Section 4.03.



 









 





ARTICLE 3




CONTRIBUTIONS




     Section 3.01 Sources of Contributions and Accounting.



     (a) Sources and Forms of Contributions. It is contemplated that only Participants may make
contributions under the Plan. Participant contributions shall be limited to elective before-tax
contributions.



     (b) Crediting of Contributions and Individual Accounts. All contributions under the Plan shall
be made in the form of credits to individual Accounts maintained on the books and records of the
Plan for each Participant.



     (c) Nature of Accounts. Individual Accounts of Participants shall be maintained under the Plan
only for accounting purposes, and the fact that individual Accounts are maintained shall not be
construed to mean that any Participant or Beneficiary has title to any specific assets of the
Corporation. The rights of any Participant or Beneficiary, or any person claiming through a
Participant or Beneficiary under this Plan, shall be solely those of an unsecured general creditor
of the Corporation. The Participant or Beneficiary, or any person claiming through either, shall
have only the right to receive from the Corporation those payments as specified herein. Further, no
asset used or acquired by the Corporation in connection with the liabilities it has assumed under
the Plan, except as expressly provided and as permitted by applicable tax and labor laws, shall be
deemed to be held under any trust for the benefit of any Participant or Beneficiary. Nor shall any
such asset be considered security for the performance of the obligations of the Corporation. Any
such asset shall be, and remain, a general, unpledged, and unrestricted asset of the Corporation.



     Section 3.02 Before-Tax Contributions.



     (a) Amount. A Participant whose eligibility to contribute has not ceased under Section 2.02
may (but is not required to) direct the Corporation to make contributions, by means of deduction
from his/her Compensation, to his/her Account (which contributions are not includible in the
Participant’s gross income for federal income tax purposes) in an amount equal to 100% of the
Participant’s Compensation. However, the Plan Administrator shall reduce the elected contribution
to the extent the Participant has insufficient non-deferred Compensation to cover his/her liability
for other amounts normally deducted from the Participant’s Compensation, but only as allowed by
Code Section 409A and Treasury Regulations issued thereunder.



     (b) Elections. Each Participant shall file an election with the Plan Administrator, in a form
prescribed by the Plan Administrator, directing that his/her Compensation be deferred and
contributed to the Plan on the Participant’s behalf by the Corporation pursuant to paragraph (a) of
this section.



 









 






     (1) Except as provided in the subsequent parts of this paragraph (b), such election
must be made by December 31 of the calendar year preceding the year the services with
respect to Compensation relating to the election will be performed, and such election shall
be effective beginning as of January 1 of that following year and shall continue in effect
until revoked by the Participant by a written notice filed with the Plan Administrator, but
any such revocation shall not be effective until the next January 1, and then only if the
revocation notice is received by the Plan Administrator by December 31 of the preceding
calendar year.




     (2) Notwithstanding part (1) above, a Participant’s first election as a new
Participant that is made within 30 days after becoming eligible, as provided by Section
2.02, will be effective with respect to Compensation paid for services to be performed
after the Plan Administrator’s receipt of the election; otherwise, the election will not be
effective until the next January 1.



     (c) Vesting. A Participant’s Account shall be 100% nonforfeitable at all times subject,
however, to the limitations of Section 3.01(c).



     Section 3.03 No Other Contributions. Contributions by Participants other than as provided by
Section 3.02 are neither required nor permitted under the Plan, and there shall be no Corporation
contributions made under the Plan.



     Section 3.04 Adjustment of Accounts.



     (a) Accounting Dates. The Plan Administrator shall establish periodic Accounting Dates within
the Plan Year on which Participant Accounts shall be adjusted as provided in this section.



     (b) Credits for Contributions. As of each such Accounting Date, every Participant’s Account
shall be adjusted first by crediting any contributions made since the last Accounting Date pursuant
to Section 3.02.



     (c) Charges for Expenses and Distributions. Next, as of each Accounting Date, every
Participant’s Account shall be adjusted by charging for any expenses properly allocable to the
Account and for any distributions made to the Participant or his/her Beneficiary under Article 5.



     (d) Credits for Earnings. Finally, as of each Accounting Date, every Participant’s Account
shall be adjusted by crediting to the then balance of such Account earnings at a rate equal to the
rate earned on a portfolio mix selected by the Participant. The portfolio mix shall be selected by
each Participant at the time of his/her enrollment in the Plan from among various mutual funds and
other investments designated by the Plan Administrator from time to time. A Participant may change
the portfolio mix at any time, subject to any applicable securities law restrictions and written
approval of the Corporation’s General Counsel in the case of transactions by insiders in shares of
Corporation Stock, by submitting an election to the Plan Administrator in such form and by such
advance date as the Plan Administrator may specify. The Corporation may, but is not required, to
implement a grantor trust for purposes of acquiring, retaining, and disposing, as appropriate, the
mutual funds, shares of Corporation Stock and other investments designated from time to time by the
Plan Administrator and selected by Participants for their individual portfolio mixes. In the event
such a trust is established, all trust assets shall be held at all times within the United States.



 









 





ARTICLE 4




DISTRIBUTIONS




     Section 4.01 Date of Distribution. At the time of his/her enrollment in the Plan, a
Participant may elect to have his/her Account distributed on or beginning with a specific future
date or as soon as administratively feasible following his/her Separation from Service. Absent such
an election by a Participant in his/her enrollment form, or notwithstanding an election by a
Participant but in the event that the board or committee on which the Director serves is totally
dissolved in connection with the sale, merger or other transaction involving the Corporation or for
any other reason not within the sole control of the Director, the balance of such Participant’s
Account shall be distributed in full, or begin to be distributed in installments, as the case may
be, as soon as administratively feasible following his/her attainment of age 65. Notwithstanding a
Participant’s election or the rule of default in the previous sentence, the Account of a
Participant who dies shall be distributed as soon as administratively feasible following his/her
date of death to the Participant’s Beneficiary. For purposes of this section, the Participant’s
Account balance shall be determined as of the Accounting Date coinciding with or immediately
preceding the scheduled distribution date; also for all purposes under the Plan, distribution “as
soon as administratively feasible” means distribution within 60 days following the scheduled
distribution date, unless special circumstances for the Corporation warrant additional time, but in
no event later than 120 days after the scheduled distribution date.



     Section 4.02 Form of Distribution. At the time of his/her enrollment in the Plan, a
Participant may elect to have his/her Account distributed in a single lump sum payment or in
substantially equal annual installments, payable as of January 1 of each year, over a period of
years specified by the Participant at the time of the election, but not to exceed ten years; during
the period of the installment payments, the Participant’s Account shall continue to be adjusted on
each Accounting Date as provided by paragraphs (c) and (d) of Section 3.04. Absent such an election
by the Participant in his/her enrollment form, the balance of his/her Account shall be distributed
in a single lump sum payment. Notwithstanding a Participant’s election of installment payments, any
amount in the Participant’s Account shall be fully distributed in a single lump sum payment in the
event of the Participant’s death (whether distributions had commenced or not) to his/her designated
Beneficiary, or to the Participant in any other case if, at the date of distribution determined
under Section 4.01, the Participant’s Account balance is less than $10,000. For purposes of
Treasury Regulation Section 1.409A-3, each installment payment shall not be treated as a “separate
payment.”



     Section 4.03 Election To Defer Receipt or Change Form of Distribution. Not later than 12
complete calendar months prior to the date scheduled for distribution of
his/her Account in a single lump sum payment, or the commencement of installment payments from
his/her Account, as the case may be, a Participant may elect to change the scheduled date to any
subsequent date, or may change the form of payment from a lump sum to installments or vice versa,
provided that in each case the scheduled date of distribution is at least five years later than the
originally scheduled date. Any such change shall be filed with the Plan Administrator in such
manner as the Plan Administrator prescribes.



     Section 4.04 Special Rule for Specified Employees. Notwithstanding the foregoing, in no event
shall any distribution be made from the Account of a Director, who also is a Specified Employee
(determined on the date of his/her Separation from Service), prior to the earlier of a date which
is six months from his/her date of Separation from Service with the Corporation or the
Participant’s date of death.



 









 





     Section 4.05 Designation of Beneficiary. A Participant’s designation of Beneficiary shall be
made on a form prescribed by, provided by, and filed with the Plan Administrator. Such designation
may be changed from time to time by the Participant by filing a new designation with the Plan
Administrator. If any Participant fails to designate a Beneficiary, or if all Beneficiaries
predecease the Participant, any balance in the Account shall be paid to the Participant’s surviving
spouse, or if his/her spouse does not survive, then to his/her estate. If a Beneficiary survives
the Participant but fails to collect all amounts payable on behalf of the Beneficiary from the
Participant’s Account, the balance shall be paid to the Beneficiary’s estate, unless specified
otherwise by the Participant in his/her Beneficiary designation.



     Section 4.06 Return to Service. The scheduled date and form of distribution of the Account of
a Director who has incurred a Separation from Service shall not be affected by the Director’s
subsequent return to service in any capacity with the Corporation (as provided in Section 2.03(c)),
but such a Director who otherwise qualifies for participation in the Plan may enroll again in
accordance with the procedures of Article 2 and elect to make contributions pursuant to Article 3
but not with respect to any distributions from his/her Account.



 









 





ARTICLE 5




PROVISIONS RELATING TO ADMINISTRATION




     Section 5.01 Plan Administration. The Corporation shall be the Plan Administrator and shall
have such powers and duties as may be necessary to discharge its functions under the Plan,
including, but not limited to the following:



     (a) Construction: To construe and interpret the Plan, decide all questions of eligibility and
determine the amount, manner and time of payment of any benefits under the Plan;



     (b) Forms: To require Participants (1) to complete and file with it such forms as the Plan
Administrator finds necessary for the administration of the Plan and (2) to furnish all pertinent
information requested by the Plan Administrator, and to rely upon all such forms and information
furnished, including each Participant’s mailing address;



     (c) Procedures: To prescribe procedures to be followed by Participants or Beneficiaries filing
applications for benefits;



     (d) Rules: To promulgate uniform rules and regulations whenever in the opinion of the Plan
Administrator such rules and regulations are required by the terms of the Plan or would facilitate
the effective operation of the Plan;



     (e) Information: To prepare and distribute, in such manner as the Plan Administrator
determines to be appropriate, information explaining the Plan, and to receive from Participants
such information as shall be necessary for the proper administration of the Plan;



     (f) Committee: To name two or more persons to constitute an administrative committee, to
remove and replace any such persons, to prescribe rules and procedures of operation for the
committee, and to delegate any of the powers and duties of the Plan Administrator to the committee;



     (g) Annual Reports: To prepare and furnish to Participants such annual reports with respect to
the administration of the Plan as are reasonable and appropriate; and



     (h) Records Review: To receive and review the periodic accountings of the Plan, and to
receive, review and keep on file (as it deems convenient and proper) reports of benefit payments
and reports of disbursements for expenses.



     Section 5.02 Claims Procedure.



     (a) Initial Claims. The Plan Administrator shall make all determinations as to the right of
any person to receive a distribution and as to other matters affecting benefits. Each Director,
Participant, Beneficiary, or other person (collectively referred to as “claimant”) shall have the
right to submit a claim with respect to any benefit sought under the Plan, or with respect to the
claimant’s eligibility, vesting, or other factor affecting benefits, either personally or through a
representative duly authorized in writing. All claims shall be submitted in writing to the Plan
Administrator and shall be accompanied by such information and documentation as the Plan
Administrator determines is required



 









 





to make a ruling on the claim. Upon receipt of a claim, the Plan Administrator shall consider the
claim and shall render a decision, which shall be in writing and shall be delivered or mailed to
the claimant within 90 days after receipt of the claim, unless special circumstances require an
extension of time for processing the claim. If such an extension of time is required, written
notice of the extension shall be furnished to the claimant prior to the termination of the initial
90-day period. In no event shall such extension exceed a period of 90 days from the end of the
initial period. Any notice of a claim denial by the Plan Administrator shall set forth (1) the
specific reasons for the denial, (2) specific reference to pertinent provisions of the Plan upon
which the denial is based, (3) a description of any additional material or information necessary
for the claimant to perfect his/her claim, with an explanation of why such material or information
is necessary, and (4) an explanation of the claim review procedures under the Plan, all written to
the best of the Plan Administrator’s ability in a manner that may be understood without legal or
actuarial counsel. A failure of the Plan Administrator to render a written decision within the time
specified above shall be deemed to be a denial of the claim.




     (b) Limitation on Claims Procedure. Any claim under this claims procedure must be submitted
within twelve months from the earlier of (1) the date on which the claimant learned of facts
sufficient to enable him to formulate such claim, or (2) the date on which the claimant reasonably
should have been expected to learn of facts sufficient to enable him to formulate such claim.



     (c) Review of Denied Claims. A claimant whose claim for benefits has been wholly or partially
denied by the Plan Administrator may request, within 90 days following the date of such denial, a
review of such denial. The request for review must be in writing and must be delivered to the Plan
Administrator within the specified 90-day period. The request should set forth the reasons why the
claimant believes the denial of his/her claim is incorrect. The claimant shall be entitled to
submit such issues or comments, in writing or otherwise, as he shall consider relevant to a
determination of his/her claim, and may include a request for a hearing in person before the Plan
Administrator. Prior to submitting his/her request, the claimant shall be entitled to review such
documents as the Plan Administrator shall agree are pertinent to his/her claim. The claimant may,
at all stages of review, be represented by counsel, legal or otherwise, of his/her choice, provided
that the fees and expenses of such counsel shall be borne by the claimant. All requests for review
shall be promptly resolved. The Plan Administrator’s decision with respect to any such review shall
be set forth in writing and shall be mailed to the claimant not later than 60 days following
receipt by the Plan Administrator of the claimant’s request, unless special circumstances, such as
the need to hold a hearing, require an extension of time for processing, in which case the Plan
Administrator’s decision shall be so mailed not later than 120 days after receipt of such request.
If no decision or review is rendered within this 120-day period, the claimant’s appeal shall be
deemed denied and the Plan Administrator’s original denial of the claim affirmed.



     (d) Finality of Decisions. The decision of the Plan Administrator upon review of any claim
under paragraph (c) above shall be binding upon the claimant, his/her heirs and assigns, and all
other persons claiming by, through or under him/her.



     (e) Time Limits Affecting Jurisdiction. The timely filing of a request for review in the
manner specified by paragraph (c) above shall be a condition precedent to obtaining review before
the Plan Administrator, and the Plan Administrator shall have no jurisdiction to entertain a
request for review unless so filed. A failure to file a claim and a request for review in the
manner and within the time limits set forth above shall be deemed a failure by the aggrieved party
to exhaust his/her administrative remedies and shall constitute a waiver of the rights sought to be
established under the Plan.



 









 





     (f) Limitation on Court Action. Any suit brought to contest or set aside a decision of the
Plan Administrator shall be filed in a court of competent jurisdiction within one year from the
date of receipt of written notice of the Plan Administrator’s final decision or from the date the
appeal is deemed denied, if later. Service of legal process shall be made upon the Plan by service
upon the Plan Administrator at the following address: Citizens Republic Bancorp, One Citizens
Banking Center, Flint, Michigan 48502-9985. The Plan Administrator may engage legal counsel to
defend the Plan against lawsuits. Attorney fees and other costs attendant to suit shall be borne by
the Corporation but shall be charged to Participant Accounts upon the written direction of the
Corporation. If the Corporation or Plan Administrator determines that it is in the best interests
of the Plan to initiate legal action, then it may employ counsel to do so, and all expenses of suit
shall be borne by the Plan as provided above. No legal action to recover Plan benefits or to
enforce or clarify rights under the Plan shall be commenced under Section 502(a)(1)(B) of ERISA, or
under any other provision of law, whether or not statutory, until the claimant first shall have
exhausted the claims and review procedures available to him/her hereunder.



     Section 5.03 Special Ruling. In order to resolve problems concerning the Plan and to apply the
Plan in unusual factual circumstances, the Plan Administrator may make special rulings. Such
special rulings shall be in writing on a form to be developed by the Plan Administrator. In making
its rulings, the Plan Administrator may consult with legal, accounting, actuarial, investment, and
other counsel or advisers. Once made, special rulings shall be applied uniformly, except that the
Plan Administrator shall not be bound by such rulings in future cases unless the factual situation
of a particular case is identical to that involved in the special ruling. Special rulings shall be
made in accordance with all applicable law and in accordance with the Plan. It is not intended that
the special ruling procedure will be a frequently used device, but that it should be followed only
in extraordinary situations. The Plan Administrator at all times shall have the final decision as
to whether resort shall be made to this special ruling feature.



     Section 5.04 Employment of Advisers. The Corporation shall have the authority to employ such
legal, accounting, actuarial, and financial counsel and advisers, as it shall deem necessary in
connection with the performance of its duties under the Plan, and to act in accordance with the
advice of such counsel and advisers. Except as otherwise provided in the Plan, the fees and
expenses of such counsel and advisers shall, upon approval of the Corporation’s Compensation and
Human Resources Committee of the Board of Directors, be paid by the Corporation, or charged to
Participants’ Accounts, as the Corporation’s Compensation and Human Resources Committee of the
Board of Directors shall deem appropriate.



     Section 5.05 Delegation to Officers or Employees. The Corporation shall have the power to
delegate its duties under the Plan to officers or employees of any Corporation and to other
persons, all of whom, if officers or employees of the Corporation, shall serve without compensation
other than their regular remuneration from their Corporation.



 









 





ARTICLE 6




AMENDMENT AND TERMINATION OF PLAN




     Section 6.01 Amendment of the Plan.



     (a) Corporation’s Right To Amend. The Corporation reserves the right to make any amendments to
the Plan, with or without retroactive effect. Amendment of the Plan shall be made by resolution of
the Corporation’s Compensation and Human Resources Committee of the Board of Directors, or by any
person or persons authorized by resolution of the Compensation and Human Resources Committee of the
Board of Directors to make amendments.



     (b) Operation of Amendments. Except as may be specifically provided otherwise in the Plan, or
in any amendment to the Plan, each amendment to the Plan shall operate prospectively only from the
effective date of the amendment, and the rights and obligations of a Participant, or Beneficiary of
a Participant, who retires, dies or otherwise terminates employment with the Corporation prior to
the effective date of any amendment, shall be determined without regard to such amendment, on the
basis of the Plan terms in effect on the date of retirement, death or other termination of
employment.



     Section 6.02 Termination of the Plan.



     (a) Termination. Any subsidiary of the Corporation reserves and shall have the right at any
time to cease participation in the Plan, but only the Corporation shall have the authority to
terminate the Plan. In the event of the dissolution, merger, consolidation, or reorganization of
the Corporation, the Plan shall terminate unless the it is continued by a successor to the
Corporation in accordance with Section 6.02(b).



     (b) Termination and Transfer to New Plan. If a new plan has been established providing
comparable benefits to this Plan, and the Corporation intends to discontinue contributions under
this Plan due to the liabilities created under the new plan, then, upon written direction from the
Corporation, the Accounts attributable to Participants performing services for the Corporation or
other sponsor of the new plan shall be transferred to such newly created plan. Thereafter, this
Plan shall cease to have any effect with respect to Participants performing services for the
Corporation or new plan sponsor and the rights of all parties shall be determined under the new
plan.



     (c) Rights upon Termination. If the Plan should be terminated, or if the Corporation should
liquidate and dissolve, or if a receiver of the Corporation is appointed, or if the Plan should be
terminated for any other reason, the Accounts of all affected Participants as then appearing upon
the records of the Plan (other than Accounts
of former Directors) shall be revalued and adjusted as previously provided in the Plan, and said
Accounts (after payment of expenses properly chargeable to the Plan and allocated among the
Accounts) shall be distributed to affected Participants and Beneficiaries or transferred as
provided in paragraph (b) above either (1) as soon as administratively feasible if no penalty will
be incurred under Code Section 409A, or (2) as otherwise provided by the Plan if necessary to avoid
incurring a penalty under Code Section 409A.



 









 





ARTICLE 7




MISCELLANEOUS PROVISIONS




     Section 7.01 Payments for the Benefit of Payee. In the event that the Corporation shall find
that any person to whom a benefit is payable under the terms of the Plan is unable to care for
his/her affairs because of illness or accident, is otherwise mentally or physically incompetent, or
is unable to give a valid receipt, the Corporation may cause the payments becoming due to such
person to be paid to another individual for such person’s benefit, without responsibility on the
part of the Corporation to follow the application of such payment. Any such payment shall be a
payment for the account of such person and shall operate as a complete discharge of the Corporation
from all liability under the Plan.



     Section 7.02 Non-Alienation of Benefits. No right or benefit provided for in the Plan shall
be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge,
encumbrance, or charge, and any attempt to anticipate, alienate, sell, transfer, assign, pledge,
encumber, or charge the same shall be void. No such right or benefit shall be liable for or
subject to the debts, contracts, liabilities, engagements, or torts of any person entitled to such
right or benefit. No such right or benefit shall be subject to garnishment, attachment, execution
or levy of any kind. Provided, however, if the Plan Administrator receives a domestic relations
order as defined in Code Section 414(p)(1)(B) directing that all or a portion of a Participant’s
Account balance be paid to an alternate payee, any amount payable to the alternate payee shall be
distributed within 60 days in a single lump sum payment to the alternate payee.



     Section 7.03 Nature of Plan. The Plan is not intended to create, nor is it to be construed to
constitute, a contract of employment or retention agreement between the Corporation and any of its
Directors. Every Director is subject to removal and/or reelection and any limitations on term of
service, in accordance with the Corporation’s bylaws, and any Director may resign at any time in
accordance with those bylaws.



     Section 7.04 Litigation. In the event that any Director, Participant, Beneficiary, or spouse
shall bring a legal or equitable action against the Plan or against the Corporation in connection
with the Plan, the result of which shall be adverse to such Director, Participant, Beneficiary, or
spouse, or in the event that the Plan or the Corporation shall find it necessary to bring any legal
or equitable action against any Director, Participant, Beneficiary, or spouse, or any other person
claiming an interest by or through such person, the cost to the Corporation of bringing or
defending such suit, as the case may be, shall be charged, unless the Corporation determines that
such course would be inequitable under all the circumstances, to such extent as is possible,
directly to the Account of such Director, Participant, Beneficiary, or spouse, if any, and only the
excess, if any, of such costs over and above the amount credited to such Account shall be paid
by the Corporation.



     Section 7.05 Addresses and Mailing of Notices and Checks. Each recipient of benefits from the
Plan shall be responsible for furnishing the Corporation with his/her address. Any notices required
or permitted to be given under the Plan shall be deemed given if directed to such address and
mailed by regular United States mail. If any check mailed by regular United States mail to such
address is returned, mailing of checks will be suspended until a correct address is furnished by
the intended recipient.



 









 





     Section 7.06 Action by Corporation. Unless otherwise provided in the Plan, whenever the
Corporation under the terms of the Plan is permitted or required to do or perform any act, such act
shall be done (a) by the authority of the Corporation’s board of directors or other governing body,
such as the Compensation and Human Resources Committee of such board, and evidenced by proper
resolution in consent form or duly certified by the secretary of the Corporation, the board or
committee, or (b) by such employee of the Corporation who may, by proper resolution, be duly
authorized by the board of directors or other governing body.



     Section 7.07 Savings Clause. The determination that any provision of the Plan is invalid or
unenforceable shall not affect or impair the ability to enforce or the validity of any other
provision of the Plan.



 









 





ARTICLE 8




DEFINITIONS




     Section 8.01 “Account” means the interest of a Participant under the Plan as determined as of
each Accounting Date and as reflected in the records maintained for the Plan.



     Section 8.02 “Accounting Date” means a date on which Accounts are adjusted pursuant to Section
3.04.



     Section 8.03 “Beneficiary” means the beneficiary or beneficiaries of the Participant as
designated pursuant to the provisions in the Plan.



     Section 8.04 “Code” means the Internal Revenue Code of 1986, as amended.



     Section 8.05 “Compensation” means fees paid by the Corporation or any of its subsidiaries to a
Director for, 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.



     Section 8.06 “Corporation” means Citizens Republic Bancorp and any successor.



     Section 8.07 “Director” means a person who, on proper election or appointment, serves as a
member of (i) the board of directors of the Corporation, (ii) the board of directors of any
subsidiary of the Corporation, or (iii) any special advisory committee (such as a community board
of directors) constituted to render advice to either of the foregoing..



     Section 8.08 “Effective Date” means October 21, 1988 with regard to the original plan
described in Section 1.01 and January 1, 2008 with respect to this amendment and restatement.



     Section 8.09 “ERISA” means the Employee Retirement Income Security Act of l974, as amended.



     Section 8.10 “Participant” means a Director who has met the eligibility requirements specified
in Article 2, who has commenced participation in the Plan in
accordance with that article, and whose participation has not terminated under the other
applicable provisions of the Plan.



     Section 8.11 “Plan” means the Citizens Republic Bancorp Deferred Compensation Plan for
Directors as described in this instrument and any subsequent amendments.



     Section 8.12 “Plan Administrator” means the person(s) or organization(s) specifically
designated by Article 5 as the administrator of the Plan.



     Section 8.13 “Plan Year” means the calendar year.



     Section 8.14 “Separation from Service” occurs when the term of a Director, who is not also a
common-law employee of the Corporation, ends, whether because of the expiration of time or the



 









 





Director’s resignation or removal, and the Director has no reasonable expectation of renewal of
his/her term as a director or of becoming an employee of the Corporation. For a Director who also
is a common-law employee of the Corporation, Separation from Service occurs on the later of (i) the
date determined in accordance with the previous sentence, or (ii) upon the Director’s termination
of employment as an employee due to retirement, disability, death or other cause, except that the
employment relationship is treated as continuing intact while the individual is on military leave,
sick leave or other bona fide leave of absence if the period of such leave does not exceed six
months, or if longer, so long as the individual retains a right to reemployment with the
Corporation under an applicable statute or by contract. For purposes of this section, a leave of
absence constitutes a bona fide leave of absence only if there is a reasonable expectation that the
employee will return to perform services for the Corporation. If the period of leave exceeds six
months and the individual does not retain a right to reemployment under an applicable statute or by
contract, the employment relationship is deemed to terminate on the first date immediately
following such six-month period. Notwithstanding the foregoing, where a leave of absence is due to
any medically determinable physical or mental impairment that can be expected to result in death or
can be expected to last for a continuous period of not less than six months, where such impairment
causes the employee to be unable to perform the duties of his/her position of employment, or any
substantially similar position of employment, a 29-month period of absence may be substituted for
such six-month period.




     Section 8.15 “Specified Employee” means a Participant who, as of the date of his/her
Separation from Service, is a “key employee” of the Corporation. For this purpose, a key employee
is a key employee as defined in Code Section 416(i)(1)(A)(i), (ii) or (iii), applied in accordance
with the Treasury Regulations thereunder and disregarding Section 416(i)(5), at any time during the
calendar ending prior to his/her Separation from Service.



     IN WITNESS WHEREOF, Citizens Republic Bancorp has caused the Plan to be executed on April 13,
2008.



	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	CITIZENS REPUBLIC BANCORP


	Witness 

	 	/s/ Laura Hobson
 

	 	  
	 	By:
	 	/s/ Susan P. Brockett 



	 

	 	 	 	 	 	 	 	Susan P. Brockett
	 

	 	 	 	 	 	 	 	Its: Executive Vice President and
	 

	 	 	 	 	 	 	 	Human Resources Director