AMENDED AND RESTATED CHANGE IN CONTROL AGREEMENT

Exhibit 10.42*
(Form 10-K)

AMENDED AND RESTATED CHANGE IN CONTROL AGREEMENT

     This Amended and Restated Change in Control Agreement (“Agreement”) is made by and between Citizens Republic Bancorp, Inc., a Michigan corporation (“Corporation”), and
[                    ] (“Executive”).

     The Executive and the Corporation are parties to that certain Change of Control Agreement, dated as of [               ] (the “Original Agreement”). The Corporation now desires to make certain amendments to the Original Agreement as deemed advisable to prevent an inclusion of income or imposition of penalties under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) or as deemed advisable to facilitate compliance with Code Section 409A.

     The Corporation anticipates the valuable services that the Executive will render on behalf of the Corporation and its subsidiary banks and is desirous of having some assurance that the Executive will continue as an employee and that, in the event of a possible Change in Control of the Corporation, the Executive will be able to perform the Executive’s duties without undue concern for the Executive’s personal financial well-being; and

     The Executive is willing to serve as an employee of the Corporation but desires assurance that in the event of a Change in Control of the Corporation, the Executive will continue to have the responsibility and status the Executive has earned.

     Accordingly, the Corporation and the Executive agree as follows:

     1. In order to protect the Executive against the possible consequences of a Change in Control of the Corporation, as defined in paragraph 2 of this Agreement, and thereby to induce the Executive to serve as an officer of the Corporation or a subsidiary bank the Corporation agrees that if (a) there is such a Change in Control of the Corporation and (b) the Executive experiences a “separation from service” from the Corporation or a subsidiary thereof within the meaning of Code Section 409A (a “Separation from Service”) under the circumstances described in paragraph 3 of this Agreement, then:

     A. The Corporation shall pay the Executive a lump sum amount in cash equal to the sum of (i) three times the Executive’s annual base salary immediately prior to the Change in Control (or if higher, the annual base salary on the date the Executive’s employment is terminated) and (ii) three times the greater of (x) the anticipated bonus amount under the Citizens Banking Corporation Management Incentive Plan to be earned in accordance with the plan in the year in which the Separation from Service occurs or (y) the highest bonus paid to the Executive in the last three full calendar years of such employment (such amount, the “Severance Payment”). The Severance Payment shall be payable within 60 days following the date of the Executive’s Separation from Service, provided that, except as provided with respect to an Anticipatory Termination (as defined in paragraph 3 below), in the event that the Executive is a “specified employee” within the meaning of Code Section 409A (with such classification to be determined in accordance with the methodology established by the applicable employer) (a “Specified Employee”) as of the date of the Executive’s Separation from Service, the Severance Payment shall instead be paid, with interest on any delayed payment at the applicable federal rate provided for in Code Section 7872(f)(2)(A) (“Interest”), on the first business day after the date that is six months following the Executive’s Separation from Service (the “409A Payment Date”). Notwithstanding the foregoing, in the event of an Anticipatory Termination, the Severance Payment shall be paid as follows: (i) if such Change in Control is a “change in control event” within the meaning of Code Section 409A, (A) except

as provided in clause (i)(B), on the date of such Change in Control, or (B) if the Executive is a Specified Employee as of the date of the Executive’s Separation from Service, on the 409A Payment Date, and (ii) if such Change in Control is not a “change in control event” within the meaning of Code Section 409A, (A) except as provided in clause (ii)(B), on the first business day following the three-month anniversary of the date of such Anticipatory Termination, or (B) if the Executive is a Specified Employee as of the date of the Executive’s Separation from Service, on the 409A Payment Date. Interest with respect to the period, if any, from the date of the Change in Control until the actual date of payment shall be paid on the Severance Payment made in connection with an Anticipatory Termination.

     B. The Executive shall continue to be covered, at the Corporation’s cost, by the medical, dental and life insurance benefit plans that are in effect on the date of the Executive’s Separation from Service and that cover executive employees, for a period of thirty-six (36) months (the “Benefit Continuation Period”) after the Executive’s Separation from Service; provided, however, that such medical and dental benefits provided during the Benefit Continuation Period shall be provided in such a manner that such benefits (and the costs and premiums thereof) are excluded from the Executive’s income for federal income tax purposes and, if the Corporation reasonably determines that providing continued coverage under one or more of its health care benefit plans contemplated herein could be taxable to the Executive, the Corporation shall provide such benefits at the level required hereby through the purchase of individual insurance coverage; provided, however, that if during such time period the Executive should enter into other employment providing comparable benefits, the Executive’s participation in such plans of the Corporation shall cease to the extent of the Executive’s coverage by the Executive’s new employer’s plans. Any such non-cash benefit that is tied to compensation shall be based on the Executive’s annual compensation averaged over the same period as applicable under paragraph 1.A of this Agreement.

     C. If the Executive was furnished with a club membership, that membership will be transferred by the Corporation to the Executive at no cost to the Executive on the date of the Executive’s Separation from Service, in which case the Executive shall, immediately following the transfer, become subject to the dues charges of the club. Notwithstanding the foregoing, if the Executive is a Specified Employee as of the date of the Executive’s Separation from Service, the Corporation shall continue to maintain the Executive’s club membership at the same level and rate as in effect on the date of the Executive’s Separation from Service until, and shall transfer such membership at no cost to the Executive on, the 409A Payment Date, in which case the Executive shall, during such period of delay, pay the dues charges of the club on behalf of the Corporation and, immediately following such delayed transfer, become subject to the dues charges of the club.

     D. All stock options and restricted stock previously granted by the Corporation to the Executive, whether or not then exercisable, shall become immediately vested and exercisable.

     E. For a period of one year following Executive’s Separation from Service, the Executive shall be entitled to outplacement services provided by an outplacement service provider designated by the Corporation. The cost of providing the outplacement services shall be borne solely by the Corporation, and shall be equal to the lesser of (i) 10% of the Executive’s annual base salary immediately prior to the Change in Control (or, if higher, the Executive’s annual base salary as of the date of the Executive’s Separation from Service) and (ii) $20,000.

     F. If the payment of any of the foregoing amounts or benefits (when added to any other payments or benefits provided to the Executive in the nature of compensation) will result in the payment of an excess parachute payment as that term is defined in Code Section 280G, then in such event, the Corporation shall pay the Executive an additional amount for each calendar year in which an excess parachute payment is received by the Executive (the “Gross-Up Payment”). The Gross-Up Payment is intended to cover the Executive’s liability for any excise tax imposed under Code Section 4999, together with any interest or penalties imposed with respect to such excise tax (the “Excise Tax”) on such excess parachute payment, as well as federal and state income taxes and parachute tax on the additional amount, and shall be computed as follows:

		A = Pt/(1 - T — t), where -

		A		is the additional amount for any calendar year;
		P		is the amount of the excess parachute payment for the calendar year in excess of the allocable base amount as defined in Code Section 280G(b)(3);
		T		is the effective marginal rate of federal and state income tax applicable to the Executive for the calendar year; and
		t		is the rate of parachute tax under Code Section 4999.
		The effective marginal rate of federal and state income tax shall be computed as follows:
		T = F + S(l - 0.8F) + m, where -
		F		is the highest marginal rate of federal income tax applicable to the Executive for the calendar year;
		S		is the highest aggregate marginal rate of state income tax applicable to the Executive for the calendar year in the state or states and municipalities to which the Executive is then required to pay income taxes as a result of the Executive’s employment by the Corporation; and
		m		is the employee’s portion of the Medicare tax, currently 1.45%.

Payment of the Gross-Up Payment shall be made to the Executive on or before December 31 of each calendar year for which an excess parachute payment is received by the Executive, provided, that in the event the Executive is a Specified Employee as of the date of the Executive’s Separation from Service, the Gross-Up Payment shall be made to the Executive on the 409A Payment Date, if later.

     G. Subject to the provisions of paragraph 1.G, all determinations required to be made under these paragraphs 1.E, 1.F and 1.G, including whether and when a Gross-Up Payment is required and the amount of such Gross-Up Payment and the assumptions to be utilized in arriving at such determination, shall be made by Ernst & Young, LLP or such other certified public accounting firm reasonably acceptable to the Corporation as may be designated by the Executive (the “Accounting Firm”) which shall provide detailed supporting calculations both to the Corporation and the Executive within 15 business days of the receipt of notice from the Executive that there has been an excess parachute payment, or such earlier time as is requested by the Corporation. All fees and expenses of the Accounting Firm shall be borne solely by the Corporation. Any determination by the Accounting Firm shall be binding upon the Corporation and the Executive. As a result of the uncertainty in the application of Code Section 4999 at the time of the initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments which will not have been made by the Corporation should have been made (“Underpayment”), consistent with the calculations required to be made hereunder. In the event that the Corporation exhausts its remedies pursuant to paragraph 1.G and the Executive thereafter is required to make a payment of any Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Corporation to or for the benefit of the Executive.

     H. The Executive shall notify the Corporation in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the Corporation of the Gross-Up Payment. Such notification shall be given as soon as practicable but no later than ten business days after the Executive