EX-10.48






EXHIBIT 10.48




[CITIZENS REPUBLIC BANCORP, INC. LETTERHEAD]




January 22, 2009




Cathleen H. Nash

[ADDRESS OMITTED]




Dear Cathy:




     I am pleased to confirm the terms of your new position as President and Chief Executive
Officer of Citizens Republic Bancorp, Inc. (the “Company”), effective February 1, 2009 (the
“Effective Date”).



     Position and Duties: You will serve as the President and Chief Executive Officer of the
Company, with the authority, power, duties and responsibilities as are commensurate with the
positions and customarily exercised by a person holding the positions. You will report directly to
and be responsible to the Board of Directors of the Company (the “Board”). The Board also agrees
to appoint or cause you to be appointed as (i) a member of the Board as a Class 3 Director, and
(ii) a member of the Board of Directors and President and Chief Executive Officer of Citizens Bank,
a wholly-owned subsidiary of the Company. Outside of the compensation described below, you will
not receive additional compensation for your duties on the Board or with Citizens Bank.



     Annual Base Salary: Your annual base salary will be $600,000, payable in arrears in
accordance with the Company’s payroll practices for the Leadership Group (but no less frequently
than monthly). Your compensation (base salary as well as the annual and long-term incentives
described below) will be reviewed annually by the Company’s Compensation and Human Resources
Committee (the “Committee), with adjustments recommended to the full Board for approval.



     Annual Incentives: You will be eligible to participate in the Company’s Management Incentive
Plan (the “MIP”) to the extent that annual MIP awards are granted. The Leadership Group will not
be receiving 2009 annual MIP awards.



     Long-Term Incentives: You will be eligible for long-term incentive awards under the Citizens
Banking Corporation Stock Compensation Plan (the “Stock Compensation Plan”). Your 2009 long-term
incentive award will consist of 100,000 restricted stock units and $300,000 of deferred cash
compensation if all of the performance targets are achieved. The specific terms of your 2009
long-term incentive award will be set by the Compensation Committee.



     Employee Benefits and Perquisites: You will be eligible for the same 401(k) employer match,
paid time-off, life insurance, medical, dental and vision benefits, as well as such other welfare
plan and fringe benefits as are provided to the other members of the Leadership Group.



     Severance: In the event of your termination by the Company without cause that is not in
connection with a change in control, you will be entitled to two years of base salary continuation
at the level of your base salary in effect at the time of your termination, plus outplacement
services that are commensurate with outplacement services provided to other members of the



 









 







Leadership Group. In the event your employment is terminated due to a change in control, your
severance benefits will be provided in accordance with your existing change in control agreement
dated February 26, 2008, as amended pursuant to the requirements of the Emergency Economic
Stabilization Act (“TARP”).



     Upon an involuntary termination of employment, your incentive awards and equity grants will
vest in accordance with the terms of the individual grant agreements or your change in control
agreement, as applicable. Severance compensation in both the change in control and non-change in
control contexts is subject to any applicable restrictions under Section 409A of the Internal
Revenue Code of 1986, as amended (the “Code”) and TARP. In particular, if you are a “specified
employee” (as defined under Code Section 409A) at the time of your employment termination, some or
all of your compensation may be suspended for six months, at which time, the suspended payments
will be aggregated and paid to you in a lump sum, with interest at the applicable Federal rate.



     Death or Disability: In the event that your employment is terminated in connection with death
or disability, you are eligible for the same benefits as are provided to the other members of the
Leadership Group.



     At-Will Employment: Your employment with the Company will continue on an “at-will” basis and
is not subject to a designated term. You may terminate your employment at any time, and the Board,
in its sole discretion, may terminate your employment at any time.



     Arbitration: Any and all disputes, controversies or claims arising out of or in connection
with or relating to this letter (other than disputes or claims arising out of or relating to the
confidentiality provisions and restrictive covenants described below) will be fully and finally
resolved pursuant to binding arbitration conducted by the American Arbitration Association (the
“AAA”) in the State of Michigan pursuant to the Voluntary Labor Arbitration Rules then in effect
(or at any other place or under any other form of arbitration mutually acceptable to the parties
involved). By accepting the terms of this letter, you knowingly agree to arbitrate with the
Company in a proceeding with regard to all issues and disputes (except those excluded above) and to
permit pre-hearing discovery in the time and manner provided by the Federal Rules of Civil
Procedure then in effect. The mutual agreement to arbitrate will be specifically enforceable under
the prevailing arbitration law. Notice of a demand for arbitration will be filed in writing with
both the other party and the AAA. Any demand for arbitration will be made within a reasonable time
after the claim, dispute, or other matter in question arose (or when the party asserting the claim
reasonably should have been aware of the same), but in no event later than the applicable Michigan
or Federal statute of limitations. The arbitrator will not have the power to add to, subtract
from, or alter the terms of this letter and will render a written decision setting forth findings
and conclusions only as to the claims or disputes at issue. Any award by the arbitrator will be
final and conclusive upon the parties, and a judgment thereon may be entered in the highest court
having jurisdiction for the forum.



     All reasonable expenses of the arbitration process will be borne by the Company. The Company
will reimburse you for reasonable legal fees and expenses you incur within 10 days following the
Company’s receipt of your invoice. However, within 10 days of the arbitrator’s decision, you will
be required to reimburse the Company for any legal fees and expenses it previously reimbursed on
your behalf if the arbitrator determines that your claim was frivolous or brought in bad faith. It
is not intended that you waive the attorney client privilege with respect to the timing of invoice
submissions. To comply with Code Section 409A, no



 









 







reimbursements will be made by the Company later than the end of the calendar year following
the calendar year in which your fees and expenses were incurred; provided that you will have
submitted an invoice for such fees at least 10 days before the end of the calendar year following
the calendar year in which the fees and expenses were incurred. The amount of any legal fees and
expenses that the Company is obligated to pay on your behalf in any given calendar year will not
affect the legal fees and expenses that the Company is obligated to pay on your behalf in any other
calendar year, and your right to reimbursement from the Company will not be liquidated in exchange
for any other benefit.



     Amendment: The terms of this letter may not be amended or modified except in writing by the
parties hereto or their legal representatives. If benefits or payments under this letter must be
reduced to comply with Code Section 409A or TARP, the Company will consult with you to modify the
letter in the least restrictive manner necessary to comply with such restrictions.



     Taxes: The Company may withhold from any amounts payable to you in the course of your
employment to comply with applicable Federal, State, local or foreign taxes.



     Confidentiality/Restrictive Covenants: As consideration for the compensation provided herein,
you agree to comply with and be bound by the following confidentiality provisions and restrictive
covenants:



     Upon your termination of employment for any reason, you will promptly return to the Company
any property belonging to the Company, and you also will return all writings, files, records,
correspondence, notebooks, notes and other documents (including any copies thereof) containing
confidential information or relating to the business or proposed business of the Company or it
affiliated entities or containing any trade secrets relating to the Company or its affiliated
entities, except personal diaries, calendars, rolodexes or personal notes or correspondence. For
purposes of the preceding sentence, the term “trade secrets” means the definition then in effect
under the Uniform Trade Secrets Act. Upon termination of employment you agree to represent in
writing to the Company that you have complied with the foregoing provisions.



     You and the Company each agree that, following your termination of employment, neither you,
nor the Company, including its executive officers and directors, will make any public statements
that materially disparage the other party. Notwithstanding the foregoing, nothing will prohibit
either party from making truthful statements when required by a government agency, order of a court
or other governmental or regulatory body having jurisdiction, or to your own counsel if necessary.



     You agree that, during your employment with the Company and at all times thereafter, you will
hold in a fiduciary capacity for the benefit of the Company all secret or confidential information,
knowledge or data relating to the Company or any of its affiliated entities, and their respective
businesses, which you have obtained during your employment with the Company or during any
consultation with the Company after your termination of employment, and which is not public
knowledge (other than by your acts or acts on your behalf in violation of this letter). Except in
the good faith performance of your duties for the Company, you will not, without the prior written
consent of the Company or as otherwise may be required by law or legal process, communicate or
divulge any such information, knowledge or data to anyone other than the Company and those
designated by the Company.



 









 





     For the two-year period following your termination of employment with the Company, you will
not solicit any individual who is, on the date of your employment termination, employed by the
Company or its affiliated entities to terminate or refrain from renewing or extending such
employment or to become employed by or become a consultant to any other individual or entity other
than the Company or its affiliated entities, and you will not initiate discussion with any such
employee for any such purpose or authorize or knowingly cooperate with the taking of any such
actions by any other individual or entity on behalf of your employer.



     You agree that, while employed by the Company and during the two-year period thereafter, you
will not engage in Competition (as defined below). You will be deemed to be engaging in
“Competition” if you directly or indirectly, own, manage, operate, control or participate in the
ownership, management, operation or control of or are connected as an officer, employee, partner,
director, consultant or otherwise with, or have any financial interest in, any business engaged in
the financial services business (a “Competing Business”) in any state in which the Company or its
affiliated entities as of the date of your employment termination operates a commercial banking or
other material financial services business that is a material part of such business and is in
material competition with the business conducted by the Company or its affiliated entities at the
time of your employment termination. You will not be deemed to be engaging in Competition under
the circumstances described in the foregoing sentence if you (i) do not own or control the
Competing Business, (ii) do not serve as a director or consultant to the Competing Business, and
(iii) do not have any management or operational responsibility for the Competing Business in any
state in which the Company or its affiliated entities operates a material business as of the date
of your employment termination. Your ownership for personal investment purposes of less than 2% of
the voting stock of any publicly held corporation will not constitute a violation of this
paragraph.



     You acknowledge that the Company would be irreparably injured by a violation of these
confidentiality provisions and restricted covenants and agree that the Company, in addition to any
other remedies available to it for such breach or threatened breach, will be entitled to a
preliminary injunction, temporary restraining order, or other equivalent relief, restraining you
from any actual or threatened breach of the restricted covenants. If a bond is required to be
posted for the Company to secure an injunction or other equitable remedy, the parties agree that
the bond need not be more than a nominal sum. In no event will an asserted violation of the
provisions of the confidentiality provisions and restricted covenants constitute a basis for
deferring or withholding any amounts otherwise payable to you under this Agreement.



     Entire Agreement: This letter represents the entire terms of your at-will employment with the
Company and expressly supersedes and cancels any prior oral or written agreements regarding the
subject matter, except as otherwise specifically stated herein.



     Governing Law: The terms of this letter will be governed by, and construed in accordance
with, the laws of the State of Michigan without regard to conflict of laws provisions of any State.



     Congratulations on your appointment. We look forward to working with you as Chief Executive
Officer.



	 	 	 	 	 
	 	Sincerely,	 



	 	 	 	 	 
	 	                   /s/ Benjamin W. Laird
 	 
	 	Chairman of the Compensation and 	 
	 	Human Resources Committee 	 
	 



TERMS ACCEPTED:




/s/
Cathleen H. Nash

Cathleen H. Nash

Dated: January 22, 2009