Exhibit 3.1
 
  Pursuant to the provisions of Act 284, Public Acts of 1972, the undersigned corporation executes
the following Articles:




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th
 By:
    
    /s/ Thomas W. Gallagher(Signature of an authorized officer or agent)Thomas W. GallagherGeneral Counsel andSecretary(Type or Print Name)Name of person or organization remitting fees:
    
    Preparers name and business telephone number:Dykema Gossett PLLC
    
    Mark A. Metz, Esq.(313)568-5434




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CERTIFICATE OF DESIGNATIONS
OF
CONTINGENT CONVERTIBLE PERPETUAL NON-CUMULATIVE
PREFERRED STOCK, SERIES A
OF
CITIZENS REPUBLIC BANCORP, INC.
 Corporation
 Annex A Annex
A
 [Signature
page follows
 1




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10th day
 CITIZENS REPUBLIC BANCORP, INC.By:
    /s/ Thomas W. GallagherName:
    Thomas W. GallagherTitle:
    General Counsel & Secretary 2




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CERTIFICATE OF DESIGNATIONS
OF
CONTINGENT CONVERTIBLE PERPETUAL NON-CUMULATIVE
PREFERRED STOCK, SERIES A
OF
CITIZENS REPUBLIC BANCORP, INC.
  Section 1. Designation and Amount. Preferred Stock Board of Directors Board Corporation provided,
 Section 2. Ranking. Junior Securities pari passu Parity
Securities
 Section 3. Dividends and Distributions.
   Section 3(c)
Dividend Payment Date Special Dividend
 3




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Section 3(c) Dividend
Period
     Section 4. Voting Rights.
 4




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5




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Section 5. Liquidation, Dissolution or Winding Up.
       6




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provided, however
 Section 6. Mandatory Conversion on the Mandatory Conversion Date.
  Section 7. Maturity.
 Section 8. Redemption.
 Section 9. Conversion Procedures.
 Notice of Mandatory Conversion
      7




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Section 10. Reservation of Common Stock.
   Section 11. Fractional Shares.
   8




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Section 12. Anti-Dilution Adjustments to the Conversion Rate.
 Anti-Dilution
Adjustments.
 Stock
Dividends and Distributions.
 OS1
OSo
  o
 1
 Subdivisions,
Splits and Combinations of the Common Stock.
 OS1
OSo
  o
 1
 Issuance
of Stock Purchase Rights.
 9




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OSo + X

OSo + Y
  o
    Debt
or Asset Distribution.
  SPo

SPo - FMV
  
 10




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MPo + MPs

MPo
  
  Self
Tender Offers and Exchange Offers.
 (SPo x OSo) - AC

SPo x (OSo - TS)
  
 
   11




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Rights
Plans.
 Adjustment
for Tax Reasons.
 Calculation
of Adjustments.
 provided provided,
further
      12




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Notice
of Adjustment.
  Section 13.
      Reorganization Event Exchange Property
  13




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Section 14. Replacement Stock Certificates.
   Section 15. Transfer Agent, Registrar, Paying Agent and Conversion Agent. provided
 Section 16. Form.
  14




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Section 17. Miscellaneous.
  15




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Section 18. Definitions.
 Agent Members
 Articles of Incorporation
 Board Board of Directors
 Business Day
 Certificate of Designations
 Closing Price provided
 16




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Common Stock
 Conversion Rate
 Corporate Trust Office
 Corporation
 Current Market Price
 DTC
 Effective Date
 Exchange Property
 Fundamental Change
 Global Preferred Share
 Global Shares Legend
 Holder
 Junior Securities
 Liquidation Preference
 17




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Mandatory Conversion Date
 Notice of Mandatory Conversion
 Parity Securities
 Person
 Preferred Stock
 Registrar
 Reorganization Event
 Section 3(c) Dividend Payment Date
 Section 3(c) Dividend Period
 Senior Securities
 Shareholder Approval
 Special Dividend
 Special Dividend Rate
 Trading Day
   Transfer Agent
 18




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MICHIGAN DEPARTMENT OF LABOR & ECONOMIC GROWTH
BUREAU OF COMMERCIAL SERVICES
        City
    
    State
    
    ZIP codeDETROIT
    
    MI
    
    
    48243
 
   For use by Domestic Profit and Nonprofit Corporations
  Pursuant to the provisions of Act 284, Public Acts of 1972, (profit corporations), or Act 162,
Public Acts of 1982 (nonprofit corporations), the undersigned
corporation executes the following Certificate:
 1.
    
    The present name of the corporation is: CITIZENS REPUBLIC BANCORP, INC.2.
    
    The identification number assigned by the Bureau is: 031-2083.
    
    Article III of the Articles of Incorporation is hereby amended to read as follows:The total authorized capital stock is:Common Shares 150,000,000 No Par ValuePreferred Shares 5,000,000 No Par Value




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COMPLETE ONLY ONE OF THE FOLLOWING:
 4.
    
    Profit or Nonprofit Corporation: For amendments adopted by unanimous consent of
incorporators before the first meeting of the board of directors or trustees.
 
 
 (Signature)
    
    (Signature)(Type or Print Name)
    
    (Type or Print Name)(Signature)
    
    (Signature)(Type or Print Name)
    
    (Type or Print Name)
 5.
    
    Profit Corporation Only: Shareholder or Board Approval
 22nd SEPTEMBER
 þ
    
    shareholders at a meeting in accordance with Section 611(3) of the Act.
 o
    
    written consent of the shareholders having not less than the minimum number of votes required by statute in accordance
with Section 407(1) of the Act. Written notice to shareholders who have not consented in writing has been given.
(Note: Written consent by less than all of the shareholders is permitted only if such provision appears in the
Articles of Incorporation.)
 o
    
    written consent of all the shareholders entitled to vote in accordance with Section 407(2) of the Act.
 o
    
    board of a profit corporation pursuant to section 611(2) of the Act.
  22 September 2008
 /s/ Thomas W. Gallagher
  Thomas W. Gallagher




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GOLD SEAL APPEARS ONLY ON ORIGINAL




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GOLD SEAL APPEARS ONLY ON ORIGINAL




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GOLD SEAL APPEARS ONLY ON ORIGINAL




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CERTIFICATE OF DESIGNATIONS
 OF
 FIXED
RATE CUMULATIVE PERPETUAL PREFERRED STOCK, SERIES A
 OF
 CITIZENS REPUBLIC BANCORP, INC.
 Corporation
 Board of Directors Fixed Rate Cumulative Perpetual
Preferred Stock, Series A
 RESOLVED
 Designation and Number of Shares Designated Preferred Stock
 Standard Provisions
 Definitions
 Common Stock
 Dividend Payment Date
 Junior Stock
 GOLD SEAL APPEARS ONLY ON ORIGINAL




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Liquidation Amount
 Minimum Amount
 Parity Stock
 Signing Date
 Certain Voting Matters
 [Remainder of Page Intentionally Left Blank]
 GOLD SEAL APPEARS ONLY ON ORIGINAL
 2




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IN WITNESS WHEREOF, William R. Hartman,
 CITIZENS REPUBLIC BANCORP, INC.By:
    
    /s/ William R. HartmanName:
    
    William R. HartmanTitle:
    
    Chairman, President and Chief Executive Officer
 [Certificate of Designations]
 GOLD SEAL APPEARS ONLY ON ORIGINAL
 A-3




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ANNEX A
 STANDARD PROVISIONS
 General Matters
 Standard Definitions
 Applicable Dividend Rate
 Appropriate Federal Banking Agency
 Business Combination
 Business Day
 Bylaws
 Certificate of Designations
 Charter
 Dividend Period
 Dividend Record Date
 Liquidation Preference
 Original Issue Date
 GOLD SEAL APPEARS ONLY ON ORIGINAL
 A-4




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Preferred Director
 Preferred Stock
 Qualified Equity Offering
 Share Dilution Amount
 Standard Provisions
 Successor Preferred Stock
 Voting Parity Stock
 Dividends
 Rate (i.e., Dividend Period
 GOLD SEAL APPEARS ONLY ON ORIGINAL
 A-2




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Dividend Record Date
  Priority of Dividends provided
 GOLD SEAL APPEARS ONLY ON ORIGINAL
 A-3




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Share Dilution Amount
 pro rata
  Liquidation Rights
 Voluntary or Involuntary Liquidation
 GOLD SEAL APPEARS ONLY ON ORIGINAL
 A-4




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Liquidation Preference
 Partial Payment
 Residual Distributions
 Merger, Consolidation and Sale of Assets Not Liquidation
 Redemption
 Optional Redemption
  GOLD SEAL APPEARS ONLY ON ORIGINAL
 A-5




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provided Successor Preferred Stock
  No Sinking Fund
 Notice of Redemption
 GOLD SEAL APPEARS ONLY ON ORIGINAL
 A-6




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Partial Redemption pro rata
 Effectiveness of Redemption pro rata
 Status of Redeemed Shares provided
 Conversion
 Voting Rights
 General
 Preferred Stock Directors
 GOLD SEAL APPEARS ONLY ON ORIGINAL
 A-7




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Preferred Directors Preferred
Director provided
 Class Voting Rights as to Particular Matters
 Authorization of Senior Stock
 Amendment of Designated Preferred Stock
 GOLD SEAL APPEARS ONLY ON ORIGINAL
 A-8




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Share Exchanges, Reclassifications, Mergers and Consolidations
 provided, however,
 Changes after Provision for Redemption
 Procedures for Voting and Consents
 GOLD SEAL APPEARS ONLY ON ORIGINAL
 A-9




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Record Holders
 Notices
 No Preemptive Rights
 Replacement Certificates
 Other Rights
 GOLD SEAL APPEARS ONLY ON ORIGINAL
 A-10