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AMENDMENT
TO THE CITIZENS BANKING CORPORATION STOCK COMPENSATION
PLAN
Pursuant to
section 7.07(b) of the Citizens Banking Corporation Stock
Compensation Plan (“Plan”), and in accordance with
authority granted by the Compensation and Human Resources Committee
of the Board of Directors on February 21, 2007, Citizens
Republic Bancorp hereby adopts this Amendment to the
Plan.
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1.
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Section 1.03(p) of the Plan is
amended to read as follows:
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(p)
“Fair Market Value” means, with respect to a
share of Common Stock on the Grant Date, the closing price of the
Common Stock on the Nasdaq Stock Market (“NSM”) as
reported in The Wall Street Journal for the Grant Date. In
the event that there were no Common Stock transactions on such
date, the Fair Market Value shall be determined as of the
immediately preceding date on which there were Common Stock
transactions. Unless otherwise specified in the Plan, “Fair
Market Value” for purposes of determining the value of Common
Stock on the date of exercise means the closing price of such
Common Stock on the NSM on the last date preceding the exercise on
which there were Common Stock transactions, as reported in The
Wall Street Journal . If the Common Stock is not listed for
trading on th
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