EXHIBIT 4.2 REGISTRATION RIGHTS AGREEMENT Dated as of January 22, 2003Registration Rights Agreement • April 11th, 2003 • Citizens Banking Corp • National commercial banks • New York
RECITALS:Stock Option Agreement • April 27th, 1999 • Citizens Banking Corp • National commercial banks • Wisconsin
Exhibit 99.1 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this "AGREEMENT") is made and entered into as of June 26th, 2006, by and between William R. Hartman (the "Executive") and Citizens Banking Corporation, a Michigan corporation (the...Employment Agreement • June 30th, 2006 • Citizens Banking Corp • National commercial banks • Michigan
EXHIBIT 10.3 GUARANTEE AGREEMENTGuarantee Agreement • August 14th, 2003 • Citizens Banking Corp • National commercial banks • New York
EXHIBIT 2.1 STOCK PURCHASE AGREEMENT BY AND BETWEEN METROPOLITAN BANK GROUP, INC.,Stock Purchase Agreement • August 6th, 2004 • Citizens Banking Corp • National commercial banks • Illinois
EXHIBIT 10.2 CITIZENS BANKING CORPORATION 25,000 CAPITAL SECURITIES FLOATING RATE CAPITAL SECURITIES (LIQUIDATION AMOUNT $1,000.00 PER CAPITAL SECURITY) PLACEMENT AGREEMENTSubscription Agreement • August 14th, 2003 • Citizens Banking Corp • National commercial banks • New York
betweenIndenture • October 3rd, 2006 • Citizens Banking Corp • National commercial banks • New York
EXHIBIT 10.20 NONQUALIFIED STOCK OPTION AGREEMENT (NON-EMPLOYEE DIRECTOR VERSION) THIS AGREEMENT is entered into as of ___________________ by and between Citizens Banking Corporation ("Company") and the undersigned ("Optionee"), pursuant to the...Nonqualified Stock Option Agreement • November 8th, 2004 • Citizens Banking Corp • National commercial banks • Michigan
EXHIBIT 10.22 RESTRICTED STOCK AGREEMENT (EMPLOYEE VERSION) THIS RESTRICTED STOCK AGREEMENT is made the ____ day of ___________, 20___, by and between Citizens Banking Corporation ("Company") and the undersigned ("Grantee"), pursuant to the Citizens...Restricted Stock Agreement • November 8th, 2004 • Citizens Banking Corp • National commercial banks • Michigan
1 Form 10K Exhibit 10(s) CHANGE IN CONTROL AGREEMENT This Change in Control Agreement ("Agreement") is made by and between Citizens Banking Corporation, a Michigan corporation ("Corporation"), and "Executive" (see schedule A attached). The Executive...Change in Control Agreement • March 26th, 1998 • Citizens Banking Corp • National commercial banks • Michigan
WITNESSETH:Stock Option Agreement • February 5th, 1997 • Citizens Banking Corp • National commercial banks • Michigan
EXHIBIT 10.14 (Form 10.K) EMPLOYMENT AGREEMENT THIS AGREEMENT, made and entered into as of February 11, 2002, by and between William R. Hartman (the "Executive") and Citizens Banking Corporation, a Michigan corporation (the "Company"), WITNESSETH...Agreement • March 26th, 2002 • Citizens Banking Corp • National commercial banks • Michigan
Exhibit 2.1 AGREEMENT AND PLAN OF MERGER by and between REPUBLIC BANCORP INC.Agreement and Plan of Merger • June 30th, 2006 • Citizens Banking Corp • National commercial banks • Michigan
EXHIBIT 10.4 AMENDED AND RESTATED EMPLOYMENT AGREEMENT THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this "Agreement") is made and entered into as of May 29, 2003, by and between William R. Hartman (the "Executive") and Citizens Banking Corporation,...Employment Agreement • August 14th, 2003 • Citizens Banking Corp • National commercial banks • Michigan
1 EXHIBIT 2.1 AGREEMENT AND PLAN OF MERGER DATED AS OF THE 18TH DAY OF APRIL, 1999Agreement and Plan of Merger • April 27th, 1999 • Citizens Banking Corp • National commercial banks • Michigan
toIndenture • October 3rd, 2006 • Citizens Banking Corp • National commercial banks • New York
Exhibit 10.16 (Form 10-K) FIRST AMENDMENT TO EMPLOYMENT AGREEMENT This First Amendment to Employment Agreement (the "Amendment"), is entered into as of December 13, 2002 by and between William R. Hartman (the "Executive") and Citizens Banking...Employment Agreement • March 31st, 2003 • Citizens Banking Corp • National commercial banks
AMONG CITIZENS BANKING CORPORATION, AS DEPOSITORTrust Indenture Trust Agreement • October 3rd, 2006 • Citizens Banking Corp • National commercial banks • Delaware
CITIZENS REPUBLIC BANCORP, INC. COMMON STOCK, NO PAR VALUE UNDERWRITING AGREEMENTUnderwriting Agreement • June 11th, 2008 • Citizens Republic Bancorp, Inc. • National commercial banks • New York
BETWEEN CITIZENS BANKING CORPORATION AS GUARANTOR ANDCitizens Banking Corp • October 3rd, 2006 • National commercial banks • New York
125,000,000 5.75% SUBORDINATED NOTES DUE 2013Citizens Banking Corp • April 11th, 2003 • National commercial banks • New York
CITIZENS REPUBLIC BANCORP, INC. CONTINGENT CONVERTIBLE PERPETUAL NON-CUMULATIVE PREFERRED STOCK, SERIES A, NO PAR VALUE UNDERWRITING AGREEMENTUnderwriting Agreement • June 11th, 2008 • Citizens Republic Bancorp, Inc. • National commercial banks • New York
EMPLOYMENT AGREEMENTEmployment Agreement • February 28th, 2007 • Citizens Banking Corp • National commercial banks • Michigan
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of June 26th, 2006, by and between Dana M. Cluckey (the “Executive”) and Citizens Banking Corporation, a Michigan corporation (the “Company”).
Exhibit 10.17 (Form 10-K) CHANGE IN CONTROL AGREEMENT This Change in Control Agreement ("Agreement") is made by and between Citizens Banking Corporation, a Michigan corporation ("Corporation"), and _______________________ ("Executive"). The...Change in Control Agreement • March 15th, 2004 • Citizens Banking Corp • National commercial banks • Michigan
LONG-TERM INCENTIVE AWARD AGREEMENT (Restricted Stock Unit)Term Incentive Award Agreement • August 6th, 2012 • Citizens Republic Bancorp, Inc. • National commercial banks • Michigan
THIS LONG-TERM INCENTIVE RESTRICTED STOCK UNIT AGREEMENT (the “Award Agreement”) is made the 30th day of April, 2012 (the “Grant Date”), by and between Citizens Republic Bancorp, Inc. (the “Company”) and the undersigned (the “Grantee”), pursuant to the Citizens Republic Bancorp, Inc. Stock Compensation Plan (the “Plan”). Capitalized terms not defined in this Award Agreement shall have the meanings respectively ascribed to them in the Plan.
FORM OF RESTRICTED STOCK AGREEMENT (NON-EMPLOYEE DIRECTOR VERSION as of MAY 2007)Restricted Stock Agreement • August 3rd, 2007 • Citizens Republic Bancorp, Inc. • National commercial banks • Michigan
THIS RESTRICTED STOCK AGREEMENT is made the ___day of ___(the “Grant Date”) by and between Citizens Republic Bancorp, Inc. (“Company”) and the undersigned (“Grantee”), pursuant to the Citizens Banking Corporation Stock Compensation Plan (“Plan”). Capitalized terms not defined in this Agreement shall have the meanings respectively ascribed to them in the Plan.
DEALER MANAGER AGREEMENTDealer Manager Agreement • July 31st, 2009 • Citizens Republic Bancorp, Inc. • National commercial banks • New York
FORM OF RESTRICTED STOCK AGREEMENT (EMPLOYEE VERSION as of MAY 2007)Restricted Stock Agreement • August 3rd, 2007 • Citizens Republic Bancorp, Inc. • National commercial banks • Michigan
THIS RESTRICTED STOCK AGREEMENT is made the ___day of ___(the “Grant Date”), by and between Citizens Republic Bancorp, Inc. (“Company”) and the undersigned (“Grantee”), pursuant to the Citizens Banking Corporation Stock Compensation Plan (“Plan”). Capitalized terms not defined in this Agreement shall have the meanings respectively ascribed to them in the Plan.
AMENDED AND RESTATED CHANGE IN CONTROL AGREEMENTChange in Control Agreement • February 29th, 2008 • Citizens Republic Bancorp, Inc. • National commercial banks • Michigan
This Amended and Restated Change in Control Agreement (“Agreement”) is made by and between Citizens Republic Bancorp, Inc., a Michigan corporation (“Corporation”), and [ ] (“Executive”).
LONG-TERM INCENTIVE AWARD AGREEMENT (Restricted Stock)Term Incentive Award Agreement • August 6th, 2012 • Citizens Republic Bancorp, Inc. • National commercial banks • Michigan
THIS LONG-TERM INCENTIVE RESTRICTED STOCK AGREEMENT (the “Award Agreement”) is made the 30th day of April, 2012 (the “Grant Date”), by and between Citizens Republic Bancorp, Inc. (the “Company”) and the undersigned (the “Grantee”), pursuant to the Citizens Republic Bancorp, Inc. Stock Compensation Plan (the “Plan”). Capitalized terms not defined in this Award Agreement shall have the meanings respectively ascribed to them in the Plan.
Exhibit 10.17 (Form 10-K) SECOND AMENDMENT TO EMPLOYMENT AGREEMENT This Second Amendment to Employment Agreement (the "Amendment"), is entered into as of January 23, 2003 by and between William R. Hartman (the "Executive") and Citizens Banking...Employment Agreement • March 31st, 2003 • Citizens Banking Corp • National commercial banks
AGREEMENT AND PLAN OF MERGER BY AND BETWEEN FIRSTMERIT CORPORATION AND CITIZENS REPUBLIC BANCORP, INC. DATED AS OF SEPTEMBER 12, 2012Agreement and Plan of Merger • September 14th, 2012 • Citizens Republic Bancorp, Inc. • National commercial banks • Delaware
This AGREEMENT AND PLAN OF MERGER, dated as of September 12, 2012 (this “Agreement”), is by and between FIRSTMERIT CORPORATION, an Ohio corporation (“Parent”), and CITIZENS REPUBLIC BANCORP, INC., a Michigan corporation (the “Company”).
1 EXHIBIT 2 RIGHTS AGREEMENT This Agreement, dated as of May 23, 2000, is between CITIZENS BANKING CORPORATION, a Michigan corporation (the "Company"), and CITIZENS BANK, a Michigan banking corporation (the "Rights Agent"). W I T N E S S E T H...Rights Agreement • June 8th, 2000 • Citizens Banking Corp • National commercial banks • Michigan
LONG-TERM INCENTIVE RESTRICTED STOCK AGREEMENTLong-Term Incentive Restricted Stock Agreement • November 4th, 2010 • Citizens Republic Bancorp, Inc. • National commercial banks • Michigan
THIS LONG-TERM INCENTIVE RESTRICTED STOCK AGREEMENT (the “Award Agreement”) is made the day of , (the “Grant Date”), by and between Citizens Republic Bancorp, Inc. (the “Company”) and the undersigned (the “Grantee”), pursuant to the Citizens Republic Bancorp, Inc. Stock Compensation Plan (the “Plan”). Capitalized terms not defined in this Award Agreement shall have the meanings respectively ascribed to them in the Plan.
November 3, 2006 Thomas F. Menacher Republic Bancorp Inc. 1060 East Main Street Owosso, Michigan 48867 Dear Tom:Citizens Banking Corp • February 28th, 2007 • National commercial banks • Michigan
As you know, Citizens Banking Corporation (“Citizens”) and Republic Bancorp Inc. (“Republic”) have entered into a merger agreement (the “Merger Agreement”) pursuant to which Republic will merge with and into Citizens (the “Merger”), so that Citizens is the surviving corporation in such merger (such surviving corporation, the “Company”). Because of your potential to make a significant contribution to the Company, the Company wishes to continue your employment following the completion of the Merger in accordance with the terms of this letter.
