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 ”).
The Company has determined that it is in the best interests of the Company and its shareholders to assure that the
Company will have the continued dedication of the Executive pending and following the merger (the “ Merger ”)
of the Company and Republic Bancorp Inc. (“ Republic ”) pursuant to the Agreement and Plan of Merger, dated
as of June 26th, 2006, between the Company and Republic (the “ Merger Agreement ”). Therefore, in order to
accomplish these objectives, the Executive and the Company desire to enter into this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth below, and for other
good and valuable consideration, it is hereby covenanted and agreed by the Executive and the Company as
1. Effective Date . The “ Effective Date ” shall mean the date on which the “ Effective Time ” (as defined in
the Merger Agreement) of the Merger occurs. In the event that the Effective Time shall not occur, this Agreement
shall be null and void ab initio and of no further force and effect.
2. Employment Period . The Company hereby agrees to employ the Executive, and the Executive hereby
agrees to serve the Company, subject to the terms and conditions of this Agreement, for the period commencing
on the Effective Date and ending on December 31, 2011 (the “ Employment Period ”). The Employment Period
shall be divided into two periods, the “ Initial Period ” and the “ Second Period .” The Initial Period shall
commence on the Effective Date and end on December 31, 2010, and the Second Period shall commence on
January 1, 2011 and end on December 31, 2011; provided , however , the Employment Period and the Second
Period will be automatically extended by tw