EX-10.3







Exhibit 10.3




FORM OF CONSENT




     I,                     , hereby do consent to the adoption of the amendments to the “Benefit Plans” as
defined in and as described in the attached “Resolution and Amendment” adopted at the October 28,
2008 meeting of the Board of Directors, as and to the extent, and for the period, required by the
provisions of Section 111 of the Emergency Economic Stabilization Act of 2008 (“EESA”) applicable
to participants in the Capital Purchase Program under EESA and the regulation issued by the
Department of the Treasury as published in the Federal Register on October 20, 2008.



	 	 	 
	 

	 	Agreed to and acknowledged
	 

	 	as of the 12th day of December, 2008:
	 
	 	 
	 
	 	 
	 

	 	 





 









 





Citizens Republic Bancorp, Inc.




Meeting of the Board of Directors

October 28, 2008




Action: Amend Benefit Plans to Comply with Emergency Economic Stabilization Act




     WHEREAS Citizens Republic Bancorp, Inc. (the “Company”) currently intends on entering into a
Securities Purchase Agreement with the United States Department of Treasury (the “Agreement”) as
part of the Capital Purchase Program under the Emergency Economic Stabilization Act of 2008
(“EESA”); and



     WHEREAS pursuant to Section 1.2(d)(iv) of the Agreement, the Company is required to amend its
“Benefit Plans” with respect to its “Senior Executive Officers” (as such terms are defined in the
Agreement) to the extent necessary to comply with Section 111 of EESA; and



     WHEREAS the applicable “Benefit Plans” are the plans in which any Senior Executive Officer
participates, or is eligible to participate, and the agreements to which any Senior Executive
Officer is a party, that either: (i) provide for incentive or bonus compensation based on the
achievement of performance goals tied to or affected by the Company’s financial results (“Financial
Performance Plans”) or (ii) provide for payments or benefits upon an “applicable severance from
employment” within the meaning of EESA (“Involuntary Separation Pay Arrangements”);



     RESOLVED that each Financial Performance Plan and Involuntary Separation Pay Arrangement is
hereby amended effective as of the date of entry into the Agreement as follows:



     1. Compliance With Section 111 of EESA. Each Financial Performance Plan and
Involuntary Separation Pay Arrangement is hereby amended by adding the following provision as a
final section to such arrangement:




“Compliance With Section 111 of EESA. Solely to the extent, and for the
period, required by the provisions of Section 111 of the Emergency Economic
Stabilization Act of 2008 (“EESA”) applicable to participants in the Capital
Purchase Program under EESA and the regulation issued by the Department of the
Treasury as published in the Federal Register on October 20, 2008: (a) each “Senior
Executive Officer” within the meaning of Section 111 of EESA and the regulation
issued by the Department of the Treasury as published in the Federal Register on
October 20, 2008 who participates in this plan or is a party to this agreement shall
be ineligible to receive compensation hereunder to the extent that the Board of
Directors or Compensation and Human Resources Committee of the Board of Directors of
the Company determines this plan or agreement includes incentives for the Senior
Executive Officer to take unnecessary and excessive risks that threaten the value of
the financial institution; (b) each Senior Executive Officer who participates in
this plan or is a party to this agreement shall be required to forfeit any bonus or
incentive compensation paid to the Senior



 









 







Executive Officer hereunder during the period that the Department of the Treasury
holds a debt or equity position in the Company based on statements of earnings,
gains, or other criteria that are later proven to be materially inaccurate; and (c)
the Company shall be prohibited from making to each Senior Executive Officer who
participates in this plan or is a party to this agreement, and each such Senior
Executive Officer shall be ineligible to receive hereunder, any “golden parachute
payment” in connection with the Senior Executive Officer’s “applicable severance
from employment,” in each case, within the meaning of Section 111 of EESA and the
regulation issued by the Department of the Treasury as published in the Federal
Register on October 20, 2008.”



     2. Continuation of Affected Plans. Except as expressly or by necessary implication
amended hereby, each Financial Performance Plan and Involuntary Separation Pay Arrangement shall
continue in full force and effect.