THIS AGREEMENT is made this 4th day of November, 2008 between Clinton A. Sampson,
an Executive of Citizens Republic Bancorp, Inc (hereinafter “Executive”) and Citizens Republic
Bancorp, Inc. on behalf of itself and its direct and indirect subsidiaries (hereinafter “Citizens”).
A. Executive is currently employed as a full time employee of Citizens and in the capacity of
Executive Vice President and Vice Chairman-Commercial Banking;
B. Effective January 1, 2009, Executive will become employed by Citizens on a reduced hours
basis in the capacity of Commercial Banking Consulting Advisor;
C. Executive and Citizens agree that Executive should be compensated for agreeing to
transition to a lesser paying reduced hours position;
D. Executive has been given the opportunity to review this Agreement, and to consult legal
counsel if desired; and
E. Executive and Citizens, without any admission of liability, desire to settle with finality,
compromise, dispose of, and release all claims and demands asserted or which could be asserted
by Executive arising out of the employment of Executive and his transition from full time
employment to part time employment.
F. Executive and Citizens also desire to set forth in this Agreement the terms and conditions that
will apply to Executive’s employment with Citizens commencing January 1, 2009.
In consideration of the foregoing and of the promises and the mutual covenants contained
herein, it is hereby agreed between Executive and Citizens as follows:
1. Effective January 1, 2009 Executive’s employment with Citizens shall be reduced from five
(5) business days per week to three (3) business days per week with the exact days of the week to
be worked to be mutually agreed upon between the Executive and Citizens.
2. Commencing January 1, 2009, Executive’s base salary shall be reduced from Two Hundred
Seventy Thousand and 00/100 ($270,000.00) Dollars to One Hundred Sixty