CERTIFICATION PURSUANT TO  SECTION 111(b)(4) OF THE EMERGENCY ECONOMIC STABILIZATION ACT OF 2008
 I, Charles D. Christy, certify, based on my knowledge, that:
 i.
    
    The compensation committee of Citizens Republic Bancorp, Inc. (Citizens) has discussed,
reviewed, and evaluated with senior risk officers on December 9, 2009, which date is within
six months of September 14, 2009 (the later of September 14, 2009, or ninety days after the
closing date of the Agreement between the TARP recipient and Treasury) (the Applicable
Period) , senior executive officer (SEO) compensation plans and employee compensation plans
and the risks these plans pose to Citizens;ii.
    
    The compensation committee of Citizens has identified and limited
during the Applicable Period , the features in the SEO compensation
plans that could lead SEOs to take unnecessary and excessive risks
that could threaten the value of Citizens and identified any features
in the employee compensation plans that pose risks to Citizens and
limited those features to ensure that Citizens is not unnecessarily
exposed to risks;iii.
    
    The compensation committee has reviewed, at least every six months
during the Applicable Period , the terms of each employee
compensation plan and identified the features in the plan that could
encourage the manipulation of reported earnings of Citizens to
enhance the compensation of an employee and has limited those
features that would encourage the manipulation of reported earnings
of Citizens;iv.
    
    The compensation committee of Citizens will certify to the reviews of
the SEO compensation plans and employee compensation plans required
under (i) and (iii) above;v.
    
    The compensation committee of Citizens will provide a narrative description of how it limited
during the period beginning on June 15, 2009 and ending with the last day of Citizens fiscal
year containing that date (TARP Period) the features in
 A.
    
    SEO compensation plans that could lead SEOs to take unnecessary and
excessive risks that could threaten the value of Citizens;B.
    
    Employee compensation plans that unnecessarily expose Citizens to
risks; andC.
    
    Employee compensation plans that could encourage the manipulation of
reported earnings of Citizens to enhance the compensation of an employee;
 vi.
    
    Citizens has required that bonus payments to SEOs or any of the next
twenty most highly compensated employees, as defined in the
regulations and guidance established under section 111 of EESA
(bonus payments), be subject to a recovery or ''clawback provision
during the TARP Period if the bonus payments were based on
materially inaccurate financial statements or any other materially
inaccurate performance metric criteria;vii.
    
    Citizens has prohibited any golden parachute payment, as defined in
the regulations and guidance established under section 111 of EESA,
to a SEO or any of the next five most highly compensated employees
during the TARP Period;viii.
    
    Citizens has limited bonus payments to its applicable employees in
accordance with section 111 of EESA and the regulations and guidance
established thereunder during the TARP Period ;




---



##### 



ix.
    
    The board of directors of Citizens has established an excessive or
luxury expenditures policy, as defined in the regulations and
guidance established under section 111 of EESA, has provided this
policy to Treasury and its primary regulatory agency, and Citizens
and its employees have complied with this policy during the
Applicable Period, and any expenses requiring approval of the board
of directors, a committee of the board of directors, an SEO, or an
executive officer with a similar level of responsibility, were
properly approved;x.
    
    Citizens will permit a non-binding shareholder resolution in compliance with any applicable
Federal securities rules and regulations on the disclosures provided under the Federal
securities laws related to SEO compensation paid or accrued during the TARP Period;xi.
    
    Citizens will disclose the amount, nature,
and justification for the offering during the
TARP Period of any perquisites, as defined in
the regulations and guidance established under
section 111 of EESA, whose total value exceeds
$25,000 for each employee subject to the bonus
payment limitations identified in paragraph
(vii);xii.
    
    Citizens will disclose whether Citizens,
the board of directors of Citizens, or the
compensation committee of Citizens has engaged
during the TARP Period, a compensation
consultant; and the services the compensation
consultant or any affiliate of the compensation
consultant provided during this period;xiii.
    
    Citizens has prohibited the payment of any
gross-ups, as defined in the regulations and
guidance established under section 111 of EESA,
to the SEOs and the next twenty most highly
compensated employees during the TARP Period;xiv.
    
    Citizens has substantially complied with
all other requirements related to employee
compensation that are provided in the agreement
between Citizens and Treasury, including any
amendments;xv.
    
    Citizens will submit to the Treasury on
March 25, 2010 a complete and accurate list of
the SEOs and the twenty next most highly
compensated employees for the current fiscal
year, with the non-SEOs ranked in descending
order of level of compensation, and with the
name, title, an employer of each SEO and most
highly compensated employee identified; andxvi.
    
    I understand that a knowing and willful
false or fraudulent statement made in
connection with this certification may be
punished by fine, imprisonment, or both.
  /s/ Charles D. ChristyCharles D. ChristyExecutive Vice President and

Chief Financial Officer