exv10w56






Exhibit 10.56









CITIZENS REPUBLIC BANCORP

DEFERRED COMPENSATION PLAN FOR EXECUTIVES




Amended and Restated

Effective January 1, 2008




Prepared by:

Rosenberger Law Group PLLC 

4111 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
	Section 1.05 Adoption of Plan by Related Entities
	 	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 Employee Contributions
	 	4
	Section 3.03 Employer Matching Contributions
	 	5
	Section 3.04 No Other Contributions
	 	6
	Section 3.05 Adjustment of Accounts
	 	6
	 
	 	 
	ARTICLE 4 - FORMS OF RETIREMENT; DEATH
	 	 
	 
	 	 
	Section 4.01 Normal Retirement
	 	8
	Section 4.02 Early Retirement
	 	8
	Section 4.03 Disability
	 	8
	Section 4.04 Death and Designation of Beneficiary
	 	8
	 
	 	 
	ARTICLE 5 - DISTRIBUTIONS
	 	 
	 
	 	 
	Section 5.01 Date of Distribution
	 	9
	Section 5.02 Form of Distribution
	 	9
	Section 5.03 Election To Defer Receipt or Change Form of Distribution
	 	9
	Section 5.04 Special Rule for Specified Employees
	 	9
	Section 5.05 Return to Service
	 	10






(i)









 






	 	 	 
	 	 	Page
	ARTICLE 6 - SPECIAL PROVISIONS
	 	 
	 
	 	 
	Section 6.01 Service Rules
	 	11
	Section 6.02 Changes in Employment Status and Transfers between Related Entities
	 	11
	 
	 	 
	ARTICLE 7 - PROVISIONS RELATING TO ADMINISTRATION
	 	 
	 
	 	 
	Section 7.01 Plan Administration
	 	13
	Section 7.02 Claims Procedure
	 	13
	Section 7.03 Special Ruling
	 	15
	Section 7.04 Employment of Advisers
	 	15
	Section 7.05 Delegation to Officers or Employees
	 	15
	 
	 	 
	ARTICLE 8 - AMENDMENT AND TERMINATION OF PLAN
	 	 
	 
	 	 
	Section 8.01 Amendment of the Plan
	 	17
	Section 8.02 Termination of the Plan
	 	17
	 
	 	 
	ARTICLE 9 - MISCELLANEOUS PROVISIONS
	 	 
	 
	 	 
	Section 9.01 Payments for the Benefit of Payee
	 	19
	Section 9.02 Non-Alienation of Benefits
	 	19
	Section 9.03 Employer’s Rights
	 	19
	Section 9.04 Litigation
	 	19
	Section 9.05 Addresses and Mailing of Notices and Checks
	 	19
	Section 9.06 Action by Employer
	 	20
	Section 9.07 Savings Clause
	 	20
	 
	 	 
	ARTICLE 10 - DEFINITIONS
	 	 
	 
	 	 
	Section 10.01 Account
	 	21
	Section 10.02 Accounting Date
	 	21
	Section 10.03 Beneficiary
	 	21
	Section 10.04 Break in Service
	 	21
	Section 10.05 Code
	 	21
	Section 10.06 Compensation
	 	21
	Section 10.07 Corporation
	 	21
	Section 10.08 Disability
	 	21
	Section 10.09 Early Retirement
	 	21
	Section 10.10 Effective Date
	 	21
	Section 10.11 Employee
	 	21
	Section 10.12 Employer
	 	21
	Section 10.13 ERISA
	 	21






(ii)









 






	 	 	 
	 	 	Page
	Section 10.14 Hour of Service
	 	22
	Section 10.15 Normal Retirement
	 	22
	Section 10.16 Participant
	 	22
	Section 10.17 Plan
	 	22
	Section 10.18 Plan Administrator
	 	22
	Section 10.19 Plan Year
	 	22
	Section 10.20 Related Entity or Related Entities
	 	22
	Section 10.21 Separation from Service
	 	22
	Section 10.22 Specified Employee
	 	22
	Section 10.23 Year of Service
	 	23






(iii)









 






ARTICLE 1 




PREAMBLES 




     Section 1.01 Establishment of Plan. Effective July 1, 1999, Citizens Banking
Corporation established the Citizens Banking Corporation Deferred Compensation Plan for Executives
covering eligible executive employees. That plan was amended effective January 1, 2002 and again
as of 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 Executives (“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 employees 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 by an
employer primarily for the purpose of providing deferred compensation for a select group of
management or highly compensated employees. 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 10. Wherever such capitalized terms appear in the
Plan, they shall have the meanings specified in that article.



     Section 1.05 Adoption of Plan by Related Entities. Any parent, direct or indirect
subsidiary, brother-sister corporation, or division of the Corporation (all being Related Entities
within the meaning of Section 10.20), with the approval of the Corporation’s Compensation and Human
Resources Committee of the Board of Directors, and by resolution of such Related Entity’s board of
directors (or other authority in the
case of an unincorporated division), may adopt the Plan and any trust created with respect to
the Plan. In such case, the Related Entity shall be deemed an “Employer” hereunder as of the
effective date specified in its resolution. Any special terms applicable to the Related Entity
shall be set forth in an appendix to the Plan.



 









 





ARTICLE 2 




ELIGIBILITY, PARTICIPATION AND ENROLLMENT 




     Section 2.01 Eligibility. In order to be eligible to participate in the Plan, an
individual must be an Employee who is among a select group of management or highly compensated
employees, as determined under Section 201(2) of ERISA, and who has been designated as eligible to
participate in the Plan by the Corporation’s Compensation and Human Resources Committee of the
Board of Directors.



     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, to the extent vested, 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 January1 of the year following which he/she again meets the eligibility requirements
of Section 2.01, unless the individual had not deferred any compensation 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 through payroll withholding, 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. In the first calendar year within which an individual commences
participation in the Plan as provided in Section 2.02(b), he/she may enroll effective on the first
regular



 









 




payroll date following the date on which 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 and the Plan Administrator receives 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 4.04 and 3.05(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 5.03.




 











 





ARTICLE 3 




CONTRIBUTIONS



     Section 3.01 Sources of Contributions and Accounting.



     (a) Sources and Forms of Contributions. It is contemplated that both Participants and
the Employer may make contributions under the Plan. Participant contributions shall be limited to
elective before-tax contributions; Employer contributions shall be limited to discretionary
matching contributions made on behalf of selected Participants.



     (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 Employer. 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 Employer. The Participant or Beneficiary, or any person claiming through either, shall have
only the right to receive from the Employer those payments as specified herein. Further, no asset
used or acquired by the Employer 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 Employer. Any such asset shall
be, and remain, a general, unpledged, and unrestricted asset of the Employer.



     Section 3.02 Before-Tax Employee Contributions.



     (a) Amount. For each Plan Year, a Participant whose eligibility to contribute has not
ceased under Section 2.02 may (but is not required to) direct the Employer to make contributions by
means of payroll deduction to his/her Account (which contributions are not includible in the
Participant’s gross income for federal income tax purposes) in any whole dollar amount or whole
percentage, from 1% to a maximum percentage of 50%, of the Participant’s Base Compensation for the
Plan Year, and up to 100% of any Bonus. In each case, however, the Plan Administrator shall reduce
the elected contribution to the extent the Participant has insufficient non-deferred compensation
from the particular payroll payment to cover his/her liability for FICA and Medicare taxes, income
tax withholding, employee benefit plan co-payments or deductions, reimbursements for personal use
of fringe benefits or other amounts normally deducted from the Participant’s Compensation. Changes
to a Participant’s payroll withholding that affect the amount of Compensation being deferred to the
Plan shall be
permitted only to the extent allowed by Code Section 409A and Treasury Regulations issued
thereunder.



 









 





     (b) Elections. Each Participant shall file an annual election with the Plan
Administrator, in a form prescribed by the Plan Administrator, specifying the amounts or
percentages of his/her Base Compensation and any Bonus to be contributed to the Plan on the
Participant’s behalf by the Employer pursuant to paragraph (a) of this section.




     (1) Except as provided in the subsequent parts of this paragraph (b), each such
election must be made by December 31 of the year preceding the year the services with
respect to Compensation relating to the election will be performed, and such election shall
be irrevocable until the next December 31, with any change made by that date not being
effective until the January 1 immediately thereafter. Each election shall be effective only
with respect to compensation for services performed during a particular calendar year, such
that the amount to be contributed in any subsequent year will be zero unless the
Participant has timely filed a new election for such subsequent 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 Base Compensation paid for services to be performed
after the Plan Administrator’s receipt of the election if the election so provides;
otherwise, the election will not be effective until the next January 1. Any election with
respect to a Bonus for the first calendar year of participation made within 30 days of
becoming eligible shall apply only to the amount of the Bonus for that year, multiplied by
a fraction, the numerator of which is the number of days in the year remaining after the
Plan Administrator’s receipt of the election and the denominator of which is 365.




     (3) Further notwithstanding part (1) above, a Participant’s election to defer all or
part on any Bonus which qualifies as a 12-month performance-based bonus, as defined in Code
Section 409A and the Treasury Regulations thereunder, may be made at any time up until six
months prior to the end of the 12-month performance period, provided that the Participant
performs service for the Employer continuously from the later of the beginning of the
performance period or the date the criteria are established through the date of the
Participant’s election, and the Bonus amount is not readily ascertainable as of the date of
the election.



     (c) Vesting. The portion of a Participant’s Account attributable to his/her own
contributions shall be 100% nonforfeitable at all times subject, however, to the limitations of
Section 3.01(c).



     Section 3.03 Employer Matching Contributions.



     (a) Amount. Subject to approval each year by the Corporation’s Compensation and Human
Resources Committee of the Board of Directors, the Employer shall make a matching contribution to
the Account of each Participant who has been specified as eligible that year for matching
contributions, not exceeding in value 30% of that Participant’s own contribution made to the Plan
with respect to any Bonus for that year. Such employer matching contribution shall be credited to
the Participant’s Account as provided by Section 3.05.



     (b) Form of Match. Any Employer’s matching contribution made pursuant to paragraph (a)
of this section shall be made in Corporation Stock.



 









 





     (c) Vesting. The portion of a Participant’s Account attributable to Employer matching
contributions shall vest at the rate of one-third of the amount of the last contribution for each
Year of Service completed by the Participant following the year for which the contribution was
made, except that the Participant’s Account attributable to Employer matching contributions shall
fully vest upon his/her Normal, Early or Disability Retirement, or upon his/her death prior to
termination of employment with the Employer. For example, the portion of a Participant’s Account
attributable to a matching contribution made on May 15, 2009 with respect to a before-tax
contribution from a Bonus earned in 2008 shall be one-third vested upon the Participant’s
completion of one Year of Service after 2008, two-thirds vested upon the Participant’s completion
of two Years of Service after 2008, and fully vested upon the Participant’s completion of three
Years of Service after 2008. Any amounts forfeited due to application of the foregoing class year
vesting provisions shall applied to matching contributions allocable to other Participants in the
current and succeeding years, until fully applied.



     Section 3.04 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
Employer contributions made under the Plan other than as provided by Section 3.03.



     Section 3.05 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 Sections 3.02 or 3.03.



     (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, but such change shall not
apply to the portion of the Participant’s Account, if any, that is attributable to matching
contributions that are not fully vested. 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 




FORMS OF RETIREMENT; DEATH 



     Section 4.01 Normal Retirement. A Participant who attains age 65 may retire as of the
first day of the month coincident with or next following his/her attainment of such age, which day
shall be called the Participant’s Normal Retirement Date.



     Section 4.02 Early Retirement. A Participant who attains age 55 and has completed 10
or more Years of Service may retire as of the first day of the month coincident with or next
following his/her completion of these requirements, which day shall be called the Participant’s
Early Retirement Date. A Participant who continues to be actively employed by the Employer after
his/her Early (or Normal) Retirement Date may continue to be a Participant in the Plan as long as
he/she remains so employed by the Employer and continues to meet the eligibility requirements of
Section 2.01.



     Section 4.03 Disability. A Participant who is determined by the Plan Administrator to
be disabled, as defined in this section, shall be considered to have taken a disability retirement
as of the date the Plan Administrator so determines the Participant to be disabled. “Disability”
means, and “disabled” occurs when, a physical or mental condition of a Participant resulting from
bodily injury, disease or mental disorder renders him/her incapable of continuing his/her usual and
customary employment with the Employer and is expected to continue for at least twelve months, and
has, in fact, lasted for at least three full calendar months. Disability of a Participant shall be
determined by a licensed physician chosen by the Plan Administrator. Standards for the
determination of disability shall be uniformly applied to all Participants.



     Section 4.04 Death and Designation of Beneficiary. In the event of a Participant’s
death prior to his/her termination of employment with the Employer, the entire balance of such
Participant’s Account shall become payable to the Participant’s Beneficiary as designated to the
Plan Administrator and shall be distributed at the time and in the manner provided by Article 5. 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.



 









 





ARTICLE 5 




DISTRIBUTIONS 



     Section 5.01 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 either (a) a
specific future date or (b) as soon as administratively feasible following his/her Separation from
Service. Absent such an election by the Participant in his/her enrollment form, the vested balance
of his/her Account shall be distributed in full, or begin to be distributed in installments, as the
case may be, as soon as administratively feasible following the earliest of his/her Normal
Retirement under Section 4.01, Disability Retirement under Section 4.03 or death. For this purpose,
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 5.02 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 3.05. Absent such an election
by the Participant in his/her enrollment form, the vested 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 to his/her designated Beneficiary, or to the
Participant in any other case if, at the date of distribution determined under Section 5.01, the
Participant’s vested 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 5.03 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 5.04 Special Rule for Specified Employees. Notwithstanding the foregoing, in
no event shall any distribution be made from the Account of a Participant who 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 Employer or the
Participant’s date of death.



 









 





     Section 5.05 Return to Service. The scheduled date and form of distribution of the
Account of a Participant who has incurred a Separation from Service shall not be affected by
his/her subsequent return to service in any capacity with the Corporation (as provided in Section
2.03(c)), but such an individual 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 6 




SPECIAL PROVISIONS 



     Section 6.01 Service Rules. The terms “Hours of Service,” “Year of Service,” and
“Break in Service” shall have the meanings and be governed by the rules set forth in the Citizens
Republic Bancorp Amended and Restated Section 401(k) Plan (a qualified plan under Code Section
401(a)).



     Section 6.02 Changes in Employment Status and Transfers between Related Entities.



     (a) Changes in Employment Status. As provided in Article 2, certain classifications of
Employees are excluded from participation in the Plan. However, an Employee who is transferred from
non-covered status to covered status may become a Participant provided that the Employee meets the
other requirements for participation under Section 2.01. Participation shall commence as of the
date of transfer if all of the requirements for participation under Section 2.01 are met. In no
event shall the Employee’s Compensation earned while employed in a non-covered employment position
be considered under the Plan for contribution purposes. In the case of a transfer of a Participant
to non-covered status, or a suspension of his/her eligibility by the Compensation and Human
Resources Committee of the Corporation’s Board of Directors, his/her Account shall be valued and
frozen, (except for allocation of subsequent earnings and expenses) as of the date on which his/her
employment status changes or his/her eligibility has been suspended. He shall not be entitled to
any distribution of his/her Account under Article 5 until his/her date of retirement, disability,
death, or other termination of employment with the Employer, after which date distribution may be
made in accordance with the vesting and distribution provisions of the Plan as they would otherwise
apply to an Employee or his/her Beneficiary.



     (b) Transfers between Related Entities. Employees from time to time may transfer or
may be transferred to Related Entities or may transfer or be transferred from such Entities to an
Employer. Such Employees are referred to in this paragraph (b) as “transferred Employees.” The
participation status of any such transferred Employee who transfers from one Employer maintaining
the Plan to another Employer maintaining the Plan shall not change as a result of such transfer,
except that the Employer to whom the Employee transfers shall assume any liability for
contributions on behalf of such Employee on the date of such employment transfer with respect to
Compensation earned by the Employee on and after the date of transfer.



     The participation status of any transferred Employee who transfers from one Employer
maintaining the Plan to a Related Entity that does not maintain the Plan shall be determined in
accordance with the following rules:




     (1) A transferred Employee shall cease to be a Participant in the Plan for purposes of
contributions as of the date of his/her transfer, and his/her Account shall be distributed
only upon occurrence of the events prescribed in the Plan, but



 









 






     (2) For purposes of determining the amount of any allocation under Article 3 of the Plan, a
transferred Employee’s Account balance shall be limited to his/her Account balance in the Plan at
the time of the allocation, adjusted from time to time for earnings and expenses, and his/her
Compensation shall be restricted to the Compensation earned during the Plan Year from the Employer.




     (3) In no event shall any of the foregoing provisions be interpreted in such a way as to
result in the duplication of contributions or benefits for any transferred Employee under the Plan
and any other plan maintained by a Related Entity for the same period of employment.



 









 





ARTICLE 7 




PROVISIONS RELATING TO ADMINISTRATION 



     Section 7.01 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 7.02 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
Employee, 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 Employer 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 7.03 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 7.04 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 and Related
Entities that have adopted the Plan, or charged to Participants’ Accounts, as the Corporation’s
Compensation and Human Resources Committee of the Board of Directors shall deem appropriate.



     Section 7.05 Delegation to Officers or Employees. The Corporation shall have the power
to delegate its duties under the Plan to officers or employees of any Employer and to other
persons, all of whom, if officers or employees of the Corporation or any Employer, shall serve
without compensation other than their regular remuneration from their Employer.



 









 





ARTICLE 8 




AMENDMENT AND TERMINATION OF PLAN 



     Section 8.01 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 an Employee,
Participant, or Beneficiary of a Participant, who retires, becomes disabled, dies, or otherwise
terminates employment with the Employer 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, disability, death, or other termination of employment.



     Section 8.02 Termination of the Plan.



     (a) Termination. Any Employer 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 Employer, the Plan
shall terminate, unless the Plan is continued by a successor to the Employer in accordance with
Section 8.02(b).



     (b) Termination and Transfer to New Plan. If the Employer has established another plan
providing comparable benefits to this Plan, and the Employer intends to discontinue contributions
under this Plan due to the liabilities created under the new plan, then, upon further written
direction from the Employer, the Accounts attributable to Participants employed by that Employer
shall be transferred to such newly created plan. Thereafter, this Plan shall cease to have any
effect with respect to Participants employed by that Employer, 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 Employer
should liquidate and dissolve, or if a receiver of the Employer 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 Employees who have terminated
employment and who have incurred a Break in Service), 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 9 




MISCELLANEOUS PROVISIONS 



     Section 9.01 Payments for the Benefit of Payee. In the event that the Employer 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 Employer 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 Employer 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 Employer from all liability
under the Plan.



     Section 9.02 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
vested 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 9.03 Employer’s Rights. While the Employer believes in the benefits, policies
and procedures described in the Plan, the language used in the Plan is not intended to create, nor
is it to be construed to constitute, a contract of employment between the Employer and any of its
Employees. The Employer retains all of its rights to discipline or discharge Employees or to
exercise its rights as to incidents and tenure of employment. Employees retain the right to
terminate their employment at any time and for any reason, and the Employer retains a similar
right.



     Section 9.04 Litigation. In the event that any Participant, Employee, Beneficiary, or
spouse shall bring a legal or equitable action against the Plan or against the Employer in
connection with the Plan, the result of which shall be adverse to such Participant, Employee,
Beneficiary, or spouse, or in the event that the Plan or the Employer shall find it necessary to
bring any legal or equitable action against any Participant, Employee, Beneficiary, or spouse, or
any other person claiming an interest by or through such person, the cost to the Employer of
bringing or defending such suit, as the case may be, shall be charged, unless the Employer
determines that such course would be inequitable under all the circumstances, to such extent as is
possible, directly to the Account of such Participant, Employee, 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 Employer.



 









 





     Section 9.05 Addresses and Mailing of Notices and Checks. Each recipient of benefits
from the Plan shall be responsible for furnishing the Employer 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 9.06 Action by Employer. Unless otherwise provided in the Plan, whenever the
Employer 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 Employer’s board of directors or other governing body and
evidenced by proper resolution in consent form or duly certified by the secretary of the Employer,
or (b) by such employee of the Employer who may, by proper resolution, be duly authorized by the
board of directors or other governing body.



     Section 9.07 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 10 




DEFINITIONS 



     Section 10.01 “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 10.02 “Accounting Date” means a date on which Accounts are adjusted pursuant
to Section 3.05.



     Section 10.03 “Beneficiary” means the beneficiary or beneficiaries of the Participant
as designated pursuant to the provisions in the Plan.



     Section 10.04 “Break in Service” means a Break in Service as described under
Section 6.01.



     Section 10.05 “Code” means the Internal Revenue Code of 1986, as amended.



     Section 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 regularly throughout the year
to the Participant. “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.



     Section 10.07 “Corporation” means Citizens Republic Bancorp and any successor.



     Section 10.08 “Disability” means a condition of the Participant described in Section
4.03.



     Section 10.09 “Early Retirement” means retirement as of the date specified by
Section 4.02.



     Section 10.10 “Effective Date” means July 1, 1999 with regard to the original plan
described in Section 1.01 and January 1, 2008 with respect to this amendment and restatement.



     Section 10.11 “Employee” means any common-law employee of the Employer.



     Section 10.12 “Employer” means the Corporation and each Related Entity that has
adopted the Plan pursuant to Section 1.05.



     Section 10.13 “ERISA” means the Employee Retirement Income Security Act of l974, as
amended.



     Section 10.14 “Hour of Service” means an Hour of Service as described under Section
6.01.



 









 





     Section 10.15 “Normal Retirement” means retirement at or after age 65 in accordance
with Section 4.01.



     Section 10.16 “Participant” means an Employee who has met the eligibility requirements
specified in Article2, 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 10.17 “Plan” means the Citizens Republic Bancorp Deferred Compensation Plan
for Executives as described in this instrument and any subsequent amendments.



     Section 10.18 “Plan Administrator” means the person(s) or organization(s) specifically
designated by Article 7 as the administrator of the Plan.



     Section 10.19 “Plan Year” means the calendar year.



     Section 10.20 “Related Entity” or “Related Entities” means the Employer and
all corporations, partnerships, sole proprietorships, divisions, or other entities that are
affiliated with or under common ownership or control with the Employer.



     Section 10.21 “Separation from Service” occurs if the Participant, who is an employee
of the Employer, dies, retires, or otherwise has a termination of employment with the Employer,
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
Employer 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 Employer. 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 10.22 “Specified Employee” means a Participant who, as of the date of his/her
Separation from Service, is a “key employee” of the Employer. 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 there under and disregarding Section 416(i)(5),at any time during the
calendar ending prior to his/her Separation from Service.



     Section 10.22 “Year of Service” means a Year of Service as described under Section
6.01.



 









 





     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






 









 






APPENDIX TO THECITIZENS REPUBLIC BANCORP

DEFERRED COMPENSATION PLAN FOR EXECUTIVES




     Effective as of the dates indicated, the following subsidiaries of Citizens Republic Bancorp
have adopted the Plan pursuant to Section 1.05 thereof:



	 	 	 
	Subsidiary	 	Effective Date
	Citizens Republic Bancorp

	 	 
	          (formerly Citizens Banking Corporation)

	 	July 1, 1999
	 
	 	 
	Citizens Bank

	 	July 1, 1999
	 
	 	 
	F&M Bank-Iowa

	 	January 1, 2000
	 
	 	 
	Citizens Bank Wealth Management, N.A.

	 	March 1, 2002