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UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )

Filed by the Registrant þ

Filed by a Party other than the Registrant o

Check the appropriate box:

o Preliminary Proxy Statement

o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

þ Definitive Proxy Statement

o Definitive Additional Materials

o Soliciting Material Pursuant to §240.14a-12

CITIZENS REPUBLIC BANCORP, INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

þ No fee required.

o Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

     1) Title of each class of securities to which transaction applies:

     2) Aggregate number of securities to which transaction applies:

     3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

     4) Proposed maximum aggregate value of transaction:

     5) Total fee paid:

     o Fee paid previously with preliminary materials.

     o Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

     1) Amount Previously Paid:

     2) Form, Schedule or Registration Statement No.:

     3) Filing Party:

     4) Date Filed:

SEC 1913 (02-02)		Persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

Thomas W. Gallagher
General Counsel and Secretary

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS, APRIL 24, 2008

To the Shareholders of Citizens Republic Bancorp, Inc.:

     Notice is hereby given that the annual meeting of shareholders of Citizens Republic Bancorp, Inc. (the “Corporation”) will be held in the Maple Room located in the Genesys Conference and Banquet Center, Grand Blanc, Michigan, on Thursday, April 24, 2008, at 10:00 a.m., local time, for the following purposes:

     (1) To elect four (4) Class I directors to serve a three (3) year term, or until their successors are duly elected and qualified;

     (2) To vote on a proposal to approve various amendments to our Amended and Restated Articles of Incorporation to provide for the annual election of all directors, the elimination of certain supermajority shareholder approval requirements, the elimination of certain limitations on business combinations and the implementation of majority voting in uncontested elections of directors (the “Corporate Governance Proposal”);

     (3) To ratify the selection of Ernst & Young LLP as our independent auditors for the fiscal year ending December 31, 2008; and

     (4) To transact such other business as may properly come before the meeting or any adjournment or adjournments thereof.

     THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR EACH OF THE DIRECTORS NOMINATED, FOR THE CORPORATE GOVERNANCE PROPOSAL, AND FOR THE RATIFICATION OF OUR INDEPENDENT AUDITORS.

     Shareholders of record of the Corporation’s common stock outstanding at the close of business on February 29, 2008 are entitled to notice of and to vote at the meeting.

     You are invited to attend this meeting. Please date, sign and return your proxy promptly in the enclosed, stamped envelope whether or not you plan to be present at the meeting. In the alternative, you may vote via the Internet or by telephone by following the procedures set forth on the enclosed proxy card. You may still vote in person if you attend the meeting and are a shareholder of record or have a legal proxy from a shareholder of record.

		By Order of the Board of Directors
		Thomas W. Gallagher
		General Counsel and Secretary

Flint, Michigan
March 20, 2008

Citizens Republic Bancorp, Inc.
328 South Saginaw Street
Flint, Michigan 48502

PROXY STATEMENT

     This proxy statement is furnished in connection with the solicitation of proxies by our board of directors for our annual meeting of shareholders to be held on April 24, 2008 and any adjournments of the meeting. The time, place and purposes of the meeting are disclosed on the cover page of these materials in the notice of annual meeting.

     This proxy statement, the proxy and the notice of annual meeting of shareholders are first being provided to shareholders on or about March 20, 2008. References in this proxy statement to “us,” “we,” “our” or the “Corporation” refer to Citizens Republic Bancorp, Inc.

     The holders of our common stock as of the close of business on February 29, 2008 will be entitled to be present and to vote at the meeting. Each share of our common stock is entitled to one vote on each matter to be voted upon at the meeting. There are no other classes of our stock entitled to vote at the meeting. On February 29, 2008, there were 75,744,193 shares of our common stock outstanding and entitled to vote. The board of directors requests that you execute and return the proxy promptly, whether or not you plan to attend the meeting. Instead of returning signed proxy cards, shareholders of record can vote their shares over the Internet, or by calling a specially designated telephone number. These Internet and telephone voting procedures are designed to authenticate shareholders’ identities, allow shareholders to give their voting instructions and confirm that shareholders’ instructions have been recorded properly. Specific instructions for shareholders of record that wish to use the Internet or telephone voting procedures are included on the enclosed proxy card and this proxy statement, the proxy card and the accompanying 2007 annual report to shareholders are available at www.citizensbanking.com. Shareholders who vote via the Internet or by telephone do not need to mail their proxy cards. Any vote by proxy, Internet or telephone may be revoked by the person giving it at any time before the meeting by giving written notice of such revocation to the corporate secretary, by executing another proxy or using the Internet or telephone voting procedures as of a date subsequent to the prior proxy or Internet or telephone vote, or, if you are a shareholder of record or have a legal proxy from a shareholder of record, by voting in person at the annual meeting.

     The shares represented by properly executed proxies (including those properly voted by telephone or Internet) will be voted in accordance with the instructions provided therein and where no instructions are given, will be voted in favor of the Class I nominees, in favor of the proposal to approve various amendments to our Amended and Restated Articles of Incorporation which we refer to as the Corporate Governance Proposal, and in favor of ratifying our independent auditors. Approval of the Corporate Governance Proposal requires the affirmative vote of a majority of the outstanding shares of our common stock entitled to vote at the meeting. The election of directors requires the affirmative vote of a plurality of the votes cast at the meeting; however, our board of directors has determined that any director who fails to receive a majority of votes cast will tender his or her resignation in the same manner specified in the recently amended Bylaws, with any such resignation treated in the same manner specified in the new Bylaw provisions. Approval of the ratification of the independent auditors and all other matters to be voted on at the meeting requires the affirmative vote of a majority of the votes cast at the meeting. Withheld votes, abstentions and broker non-votes are counted only for purposes of determining whether a quorum is present at the annual meeting, and in the case of the Corporate Governance Proposal, broker non-votes and abstentions will have the same effect as a vote against that proposal. “Broker non-votes” result when shareholders hold their shares in street name and do not provide voting instructions to their broker or other nominee. Those shares will not be voted on any proposal on which the broker or other nominee does not have discretionary authority to vote under applicable rules.

     We will bear the cost of soliciting proxies, which will be solicited primarily by mail. We have retained The Altman Group, specialists in proxy solicitation, to solicit proxies from brokers, bank nominees, and other institutional holders of our common stock at an anticipated cost of $9,500 plus certain out-of-pocket expenses. Proxies may also be solicited by our directors and employees personally, and by telephone, facsimile, or other means. No additional compensation will be paid to these individuals for proxy solicitation nor is it expected to result in more than a minimal cost to us. We may make arrangements directly with banks, brokerage houses, custodians, nominees and fiduciaries to forward solicitation material to the beneficial owners of our common stock held of record by them and to obtain authorization for the execution of proxies. We expect to reimburse these institutional holders for their reasonable expenses in connection with these activities.

     The persons named in the proxy to represent shareholders who are present by proxy at the meeting are Richard J. Dolinski and Dennis J. Ibold.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE
SHAREHOLDER MEETING TO BE HELD ON APRIL 24, 2008

     The proxy statement and annual report to shareholders and the means to vote by Internet are available at the Investor Relations section of our website at www.citizensbanking.com. Directions to attend the meeting in person may be obtained by contacting Ms. Kristine Brenner, Director of Investor Relations.

SECURITY OWNERSHIP

Certain Beneficial Owners

     The table below includes all of our shareholders that we know to beneficially own more than five percent of our common stock as of December 31, 2007, unless otherwise indicated.

																								Common
																								Stock
																								Beneficially
																								Owned as a
																								Percentage
																								of
		Common Stock																						Outstanding
Name and address of		Beneficially				Investment Power								Voting Power										Common
Beneficial Owner		Owned				Sole				Shared		None		Sole				Shared		None				Stock
Barclays Global Investors, N.A. 45 Fremont Street San Francisco, CA 94105(1)			6,176,497				6,176,497			-0-		-0-			6,021,861			-0-			154,636				8.17	%
T. Rowe Price Associates, Inc. 100 E. Pratt Street Baltimore, MD 21202(2)			4,715,574				4,715,574			-0-		-0-			408,560			-0-			4,307,014				6.2	%

Management

     The following table reflects the beneficial ownership of our common stock as of February 29, 2008 by:

	•		each director and nominee for election to our board of directors;
	•		each executive officer named in the “Summary Compensation Table” under “Executive Compensation,” whom we refer to as our Named Executive Officers; and
	•		our current directors and executive officers as a group.

The information in the table has been obtained from these individuals and is reported in accordance with the applicable rules of the Securities and Exchange Commission, or Commission. Under these rules, a person is deemed to beneficially own stock if they have or share the power to vote or dispose of the stock or have the right to acquire the power to vote or dispose of the stock within the next 60 days. As a result, the amounts shown in the table do not necessarily reflect stock ownership for any purpose other than compliance with the Commission’s reporting requirements.

														Common Stock
														Beneficially Owned
														as a Percentage of
		Common Stock				Sole Voting and				Shared Voting and				Outstanding
Name		Beneficially Owned(1)				Dispositive Power				Dispositive Power				Common Stock
Edward P. Abbott			25,378				25,378				-0-				*
Lizabeth A. Ardisana			9,267				9,267				-0-				*
George J. Butvilas			288,266				288,131				135				*
Jerry D. Campbell			179,296				178,885				411				*
Charles D. Christy			179,512				176,212				3,300				*
Richard J. Dolinski			15,367				15,367				-0-				*
William R. Hartman(2)			751,563				751,563				-0-				*
Howard J. Hulsman			512,152				512,152				-0-				*
Gary J. Hurand			134,739				91,465				43,274				*
Dennis J. Ibold			181,705				181,412				293				*
Benjamin W. Laird			13,897				13,897				-0-				*
Stephen J. Lazaroff			37,295				37,295				-0-				*
Cathleen H. Nash			22,631				22,631				-0-				*
Clinton A. Sampson			95,619				95,619				-0-				*
John D. Schwab			162,603				162,603				-0-				*
William C. Shedd			15,683				15,683				-0-				*
Jeoffrey K. Stross			49,413				49,413				-0-				*
Kendall B. Williams			14,263				13,565				698				*
James L. Wolohan(3)			18,867				18,867				-0-				*
Steven E. Zack			50,250				50,250				-0-				*
Dana M. Cluckey			393,141				392,145				996				*
Thomas F. Menacher			83,963				83,963				-0-				*
All current directors and executive officers as a group (30 persons)			3,650,026	(3)			3,597,915				52,111				4.72	%

						Restricted				Pledged
Name		Options				Shares				Shares
Edward P. Abbott			5,925				1,366				-0-
Lizabeth A. Ardisana			3,425				1,366				-0-
George J. Butvilas			60,704				1,043				-0-
Jerry D. Campbell			69,589				1,043				-0-
Charles D. Christy			135,598				18,194				-0-
Richard J. Dolinski			5,925				1,366				-0-
William R. Hartman			571,435				82,623				-0-
Howard J. Hulsman			-0-				-0-				-0-
Gary J. Hurand			7,116				1,043				-0-
Dennis J. Ibold			7,116				1,043				77,754
Benjamin W. Laird			5,925				1,366				-0-
Stephen J. Lazaroff			5,925				1,366				-0-
Cathleen H. Nash			-0-				22,631				-0-
Clinton A. Sampson			71,742				15,518				-0-
John D. Schwab			110,211				16,684				-0-
William C. Shedd			4,925				1,366				-0-
Jeoffrey K. Stross			5,239				1,043				-0-
Kendall B. Williams			5,925				1,366				-0-
James L. Wolohan			5,925				1,366				-0-
Steven E. Zack			-0-				1,043				27,892
Dana M. Cluckey			213,676				-0-				-0-
Thomas F. Menacher			52,452				-0-				-0-
All current directors and executive officers as a group (30 persons)			1,667,041				238,539				105,646

PROPOSAL 1 — ELECTION OF DIRECTORS

     Our Articles currently require (and will require in connection with the 2008 annual meeting of shareholders notwithstanding any action taken at that meeting with respect to the Corporate Governance Proposal described below) that the board of directors be divided into three classes and that each year, on a rotating basis, the terms of office of the directors in one of the three classes expire. The Articles also require that successors to the class of directors whose terms have expired be elected for a three-year term. As announced in January 2008, Jerry D. Campbell, Edward P. Abbott, Howard J. Hulsman, William C. Shedd and Dr. Jeoffrey K. Stross will be retiring from the board of directors effective at the 2008 annual meeting. The board also intends to identify and appoint a new unaffiliated independent director to the board during 2008. These actions will reduce the size of the board from 16 directors to 11 directors (12 upon appointment of a new director after the 2008 annual meeting). The directors whose terms expire at the 2008 annual meeting of shareholders (“Class I directors”) are Lizabeth A. Ardisana, Stephen J. Lazaroff and Steven E. Zack. Mr. Gary J. Hurand is currently serving on the board of directors as a Class III director with a term expiring in 2010. The board of directors has nominated Mr. Hurand as a Class I director in order to balance the number of directors serving in each class as required by our Restated Articles of Incorporation. If Mr. Hurand is not elected as a Class I director, then he will continue as a Class III director with a term expiring at the 2010 annual meeting. Four nominees will be elected as Class I directors at the 2008 annual meeting of shareholders. Please note that shareholders may vote for no more than four directors on their proxy card. The board of directors has nominated Messrs. Hurand, Lazaroff and Zack and Ms. Ardisana for election as Class I directors. The term for the Class I directors will expire at the 2011 annual meeting of shareholders and upon the election and qualification of their successors. If any of the nominees should be unable to serve, the board of directors may choose to nominate a replacement candidate or the number of directors elected will be automatically reduced by the number of nominees unable to serve. If the board of directors chooses to nominate a replacement candidate then the proxies may be voted for the election of such other person or persons as the board of directors may recommend.

     On the basis of information presently available to the board of directors, only the four persons named above as nominees will be nominated for election as directors.

     THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR EACH OF THE NOMINEES.

     The name and age of each nominee and incumbent director, positions and offices currently held with the Corporation and its subsidiaries, his or her five-year business experience, and the year each became a director of the Corporation, according to information furnished by such nominees and incumbent directors, are set forth below.

Nominees

Business Experience During the

Past Five Years, Directorships

Served

in Certain Corporations, and

Continuously as a

Principal Occupation if Other

Positions and Offices with

Director of

Than Current Position With

Name

Age

Corporation and its Subsidiaries

Corporation

Corporation and its Subsidiaries

Lizabeth A. Ardisana

56

Director of Corporation; Director of Citizens Bank and Director of Citizens Bank Wealth Management, N.A.

2004

Chief Executive Officer and owner of ASG Renaissance, a technical and communication services firm.

Gary J. Hurand

61

Director of Corporation and Director of Citizens Bank

2006

President of Dawn Donut Systems, Inc., a property development management company, from September 1988 to present. Also a Trustee of BRT Realty Trust, a New York Stock Exchange real estate management trust.

Stephen J. Lazaroff

54

Director of Corporation and Director of Citizens Bank

1997

President, Diversified Precision Products, Inc., a special cutting tool manufacturer serving the automotive and hydraulic fittings industries.

Steven E. Zack

57

Director of Corporation and Director of Citizens Bank

2006

Chairman, Global Commercial Credit, a specialty insurance firm, and Vice President of LSG Insurance Partners, a retail insurance agency specializing in products for business or industry.

Class II Continuing Directors — Term Expiring In 2009

Business Experience During the

Past Five Years, Directorships

Served

in Certain Corporations, and

Continuously as

Principal Occupation if Other

Positions and Offices with

a Director of

Than Current Position With

Name

Age

Corporation and its Subsidiaries

Corporation

Corporation and its Subsidiaries

George J. Butvilas

62

Director of Corporation and Director of Citizens Bank

2006

Chairman of the Michigan Technological University Foundation from 1996 to present. Vice Chairman of Republic Bancorp Inc. from 1999 to 2006.

Benjamin W. Laird

58

Director of Corporation and Director of Citizens Bank

2001

Of counsel to the law firm of Godfrey & Kahn, S.C. from January, 2008 to present. Attorney, Godfrey & Kahn, S.C. from 1985 to December, 2007. Co-partner in Schoen-Laird Development, LLC, a real estate investment company from 1999 to present.

James L. Wolohan

56

Director of Corporation and Director of Citizens Bank

1997

President of Wolohan Investments, LLC, a financial investment company from January 2008 to present. Chairman, Wolohan Capital Strategies, a real estate and financial investment company from April 2006 to December 2007. President and Chief Executive Officer of Wolohan Lumber Co., a retailer of lumber, building materials and home improvement products from June 1987 to March 2006.

Class III Continuing Directors — Term Expiring In 2010

Business Experience During the

Past Five Years, Directorships

Served

in Certain Corporations, and

Continuously as

Principal Occupation if Other

Positions and Offices with

a Director of

Than Current Position With

Name

Age

Corporation and its Subsidiaries

Corporation

Corporation and its Subsidiaries

Richard J. Dolinski

67

Director of Corporation and Director of Citizens Bank

2001

President and Chief Executive Officer, Dolinski Associates, Inc., a management consulting firm. President, The Legacy Center for Student Success, a non-profit organization focusing on non-school related learning impediments.

William R. Hartman

59

Chairman, President and Chief Executive Officer of Corporation; Chairman, President and Chief Executive Officer of Citizens Bank and Director of Citizens Bank Wealth Management, N.A.

2002

Chairman of the Corporation from December 2007 to present. President of the Corporation from May 2007 to present. Chief Executive Officer of Corporation from December 2006 to present. Chairman of Corporation from January 2003 to December 2006. President and Chief Executive Officer of Corporation from February 2002 to December 2006. Chairman, President and Chief Executive Officer of Citizens Bank from February 2002 to present.

Dennis J. Ibold

59

Director of Corporation and Director of Citizens Bank

2006

President of Petersen & Ibold, Attorneys at Law.

Kendall B. Williams

55

Director of Corporation; Director of Citizens Bank and Director of Citizens Bank Wealth Management, N.A.

1992

Attorney and Counselor, The Williams Firm, P.C.

Compensation Of Directors

     Our non-employee directors are compensated as follows:

•

Annual retainer: $20,000.

•

Meeting fee for board and committee meetings: $1,500 if attended in person, $750 if attended by telephone.

•

Annual restricted stock grant: $20,000, converted to shares of common stock based upon the market value at the date of grant.

•

Lead independent director: additional $10,000 annual retainer.

•

Chairperson of the audit committee: additional $10,000 annual retainer.

•

Chairpersons of the compensation and human resources committee and the risk management committee: additional $7,500 annual retainer.

•

Chairperson of the corporate governance and nominating committee: additional $5,000 annual retainer.

     Directors may participate in our directors deferred compensation plan, which allows directors to elect to defer up to 100% of their retainer, meeting and committee fees. The investment options available under the directors deferred compensation plan are the same as those available under our 401(k) plan. As a general rule, amounts deferred and investment returns are required to be distributed no earlier than upon the director’s termination of all directorships with the Corporation and its subsidiaries. No additional compensation is paid pursuant to this plan. Non-employee directors do not receive perquisites or other personal benefits for their service as a director.

     Directors who are also employees of the Corporation do not receive any additional compensation for their service as a director, other than Mr. Campbell, who is paid in accordance with the agreement described in footnote (2) to the table below.

     The following table provides information regarding compensation that was paid to the individuals who served as directors of the Corporation for their service as such during 2007, other than Messrs. Hartman and Cluckey. As Named Executive Officers, Mr. Hartman’s and Mr. Cluckey’s compensation is included in the Executive Compensation section of this proxy statement.

		Fees Earned
		or Paid in				Stock				All Other
		Cash				Awards (1)				Compensation				Total
Name		($)				($)				($)				($)
Edward P. Abbott			37,250				8,370				-0-				45,620
Lizabeth A. Ardisana			44,750				8,370				-0-				53,120
George J. Butvilas			66,371				4,443				-0-				70,814
Jerry D. Campbell(2)			300,750				4,443				1,886,393				2,191,586
Richard J. Dolinski			60,000				8,370				-0-				68,370
Howard J. Hulsman(3)			28,181				-0-				-0-				28,181
Gary J. Hurand			52,250				4,443				-0-				56,693
Dennis J. Ibold			42,500				4,443				-0-				46,943
Benjamin W. Laird			65,750				8,370				-0-				74,120
Stephen J. Lazaroff			56,000				8,370				-0-				64,370
William C. Shedd			41,000				8,370				-0-				49,370
Jeoffrey K. Stross			37,250				4,443				-0-				41,693
Kendall B. Williams			55,250				8,370				-0-				63,620
James L. Wolohan			68,250				8,370				-0-				76,620
Steven E. Zack			44,750				4,443				-0-				49,183

										Grant Date
						Restricted				Fair Value of
		Options				Stock				Restricted
		Outstanding				Outstanding				Stock Award
Name		(#)				(#)				($)
Edward P. Abbott			5,925				1,366				19,395
Lizabeth A. Ardisana			3,425				1,366				19,395
George J. Butvilas			70,704				1,043				19,395
Jerry D. Campbell			107,190				1,043				19,395
Richard J. Dolinski			5,925				1,366				19,395
Howard J. Hulsman			-0-				-0-				-0-
Gary J. Hurand			7,116				1,043				19,395
Dennis J. Ibold			7,116				1,043				19,395
Benjamin W. Laird			5,925				1,366				19,395
Stephen J. Lazaroff			5,925				1,366				19,395
William C. Shedd			4,925				1,366				19,395
Jeoffrey K. Stross			5,239				1,043				19,395
Kendall B. Williams			5,925				1,366				19,395
James L. Wolohan			5,925				1,366				19,395
Steven E. Zack			-0-				1,043				19,395

     Since September 2002, we have maintained common stock ownership guidelines for our directors. The stock ownership guidelines require that directors own 4,000 shares of common stock. These guidelines generally afford such directors a period of five years to attain such common stock ownership levels. The table below shows the stock ownership of our directors as of February 29, 2008.

		Shares				401(k)				Restricted								Ownership
		Owned				Shares				Shares				Total				Guideline
Edward P. Abbott			18,087				-0-				1,366				19,453				4,000
Lizabeth A. Ardisana			4,476				-0-				1,366				5,842				4,000
George J. Butvilas			201,393				25,126				1,043				227,562				4,000
Jerry D. Campbell			63,750				44,914				1,043				109,707				4,000
Richard J. Dolinski			8,076				-0-				1,366				9,442				4,000
Howard J. Hulsman			512,152				-0-				-0-				512,152				4,000
Gary J. Hurand			126,580				-0-				1,043				127,623				4,000
Dennis J. Ibold			173,546				-0-				1,043				174,589				4,000
Benjamin W. Laird			6,606				-0-				1,366				7,972				4,000
Stephen J. Lazaroff			30,004				-0-				1,366				31,370				4,000
William C. Shedd			9,391				-0-				1,366				10,757				4,000
Jeoffrey K. Stross			43,131				-0-				1,043				44,174				4,000
Kendall B. Williams			6,972				-0-				1,366				8,338				4,000
James L. Wolohan			11,576				-0-				1,366				12,942				4,000
Steven E. Zack			49,207				-0-				1,043				50,250				4,000

PROPOSAL 2 — CORPORATE GOVERNANCE PROPOSAL — APPROVAL OF AN AMENDMENT TO THE CORPORATION’S AMENDED AND RESTATED ARTICLES OF INCORPORATION:

     Our board of directors has approved, and recommends your approval of, various amendments to our Amended and Restated Articles of Incorporation reflected in Appendix A to this proxy statement that would provide for:

	•		the phased-in elimination of the classification of the board and the annual election of all directors;
	•		the elimination of certain supermajority shareholder approval requirements;
	•		the elimination of certain limitations on business combinations; and
	•		the implementation of majority voting in uncontested elections of directors.

     Classified Board. Under Article VI of our Articles, our board of directors is divided into three classes, and members of each class are elected to serve for staggered three-year terms. The proposed amendment, if adopted, would result in the directors elected at the 2009 annual meeting and thereafter being elected to one-year terms, but would not shorten the existing term of any director elected prior to the 2009 annual meeting. Class I directors elected at the 2008 annual meeting of shareholders will be elected to three-year terms, expiring at the 2011 annual meeting. The terms of the Class II directors will continue to expire at the 2009 annual meeting, and the terms of the Class III directors will continue to expire at the 2010 annual meeting. Any director elected to fill a vacancy on our board arising from an increase in the number of directors will serve until the next annual meeting. Any director elected to fill a vacancy arising for any other reason will serve for the remaining term of his or her predecessor.

     In addition, our board has also taken certain actions relating to related provisions of our Bylaws as described below under “Corporate Governance — Other Recent Initiatives”. The changes to the Bylaws did not require shareholder action.

     Supermajority Amendment Provisions. Article VII of our Articles specifies that shareholder proposed amendments and changes to the provisions of our Bylaws relating to nominations for the election of directors (Section 11 of Article III of the Bylaws) and to the resignation or removal of directors (Section 12 of Article III of the Bylaws) must receive the affirmative vote of the holders of not less than two-thirds of the outstanding shares of our capital stock entitled to vote. Under the proposed amendment, these limitations would be stricken so that, if the amendment is approved, shareholder sponsored amendments and other changes relating to those two sections of our Bylaws will only require approval by a majority of the votes cast by the holders of shares entitled to vote on the matter. Similarly, Article VI specifies that any amendments or changes to Article VI (addressing, among other things, the classified board provisions) require approval by the holders of at least two-thirds of the then outstanding shares of our capital stock entitled to vote unless the amendment or change is approved by at least three-fourths of our directors then in office. The proposed amendment would eliminate this requirement.

     Business Combinations. Article IX of our Articles provides that at any time when we are not subject to the restrictions provided by Chapter 7A of the Michigan Business Corporation Act (the Chapter that limits the ability of a corporation to engage in business combinations with certain “interested shareholders,” but does not currently apply to us), we may not engage in “business combinations” with “interested shareholders” unless at least two-thirds of the outstanding shares of capital stock entitled to vote and a majority of the outstanding shares of capital stock entitled to vote excluding all shares beneficially owned by the interested shareholder approve the business combination. This supermajority voting requirement does not apply to business combinations where either the business combination is approved by the vote of 75% of the directors who are unaffiliated with the interested shareholder (or are so designated by directors unaffiliated with the interested shareholder) or certain substantive conditions are met, which conditions are generally intended to assure that the price paid in the business combination equals or exceeds the highest price paid by the interested shareholder to acquire our capital stock and that

all regulatory requirements are satisfied. “Interested shareholders” are generally considered to be shareholders who, together with their associates and affiliates, beneficially own 10% or more of our outstanding voting stock, and “business combinations” are generally considered to include mergers, consolidations, sales or purchases of assets meeting certain size requirements and the transfer by us of our securities to the interested shareholder or from the interested shareholder. Under the proposed amendment, Article IX would be eliminated in its entirety and these provisions would no longer limit transactions with shareholders who would otherwise be interested shareholders within the meaning of that Article.

     Majority Voting. Our board also amended Article II, Section 8 of our Bylaws to provide for a majority voting standard. Under this new standard, a nominee for director will be elected to our board if the votes cast for the nominee exceed the votes cast against the nominee. However, directors will continue to be elected by a plurality of the votes cast in a contested election. A director who fails to receive the required number of votes for election and who has not already tendered an advance resignation is expected to tender, promptly following certification of the voting results, his or her resignation from the board, which resignation may be conditioned upon board acceptance of the resignation. Our corporate governance and nominating committee will consider the tendered resignation of a director who fails to receive the required number of votes for election and recommend to the full board whether or not to accept such resignation. The corporate governance and nominating committee, in deciding what action to recommend, and the full board, in deciding what action to take, may consider any factors they deem relevant. The director whose resignation is under consideration will abstain from participating in any decision regarding such resignation. If the board does not accept the resignation, the director will continue to serve until his or her successor is elected and qualified. Our board will publicly disclose its decision whether to accept the resignation within 90 days after certification of the voting results. If the failure of a nominee to receive a majority of the votes cast results in a vacancy on the board, that vacancy can be filled by action of the board.

     The amendment and the resulting changes described above are the result of the board’s ongoing review of our corporate governance policies. In making its recommendation, the board and the corporate governance and nominating committee considered carefully the advantages of both classified and declassified board structures, the advantages of the existing supermajority shareholder approval provisions and the advantages of the business combination limitations.

     A classified board of directors can promote continuity and enhance the stability of the board, encourage a long-term perspective on the part of directors and reduce our vulnerability to coercive takeover tactics. The supermajority shareholder approval provisions similarly help to promote stability and protect features of our organizational and governance documents against short-term interests potentially at odds with the long-term interests of shareholders, as do the business combination limitations, which further help ensure that significant minority holders are not able to effect changes or transactions that could disadvantage the majority of holders by virtue of their shareholdings. The board recognized the advantages inherent in the current Articles, but concluded that they were outweighed by the advantages of the changes to shareholders, specifically:

	•		the shareholders’ ability to evaluate all directors annually;
	•		the shareholders’ ability to take action supported by a majority of holders; and
	•		a structure that is considered by many investors to reflect “best practices” in corporate governance.

     Consequently, the board concluded that the proposed amendment to implement the actions set forth above is in the best interests of the Corporation and our shareholders.

     Approval of the amendment will cause Articles VI and VII of the Amended and Restated Articles of Incorporation to be amended and will cause Article IX to be deleted in its entirety. A copy of the Articles, which also incorporates other changes that have been previously approved by our shareholders, in the form proposed to be amended, is attached to this proxy statement as Appendix A. If the proposed amendment is not approved, the board will remain classified, and both the supermajority shareholder approval provisions and the business combination limitations shall remain in effect.

     THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR THE APPROVAL OF THIS PROPOSAL.

CORPORATE GOVERNANCE

General

     The Corporation is governed by a board of directors and various committees of that board that meet throughout the year. Directors discharge their responsibilities at board and committee meetings and also through telephone contact and other communications with the chairman and chief executive officer and others regarding matters of concern and interest to the company. In this portion of our proxy statement, we describe some of our key governance practices and related matters.

Other Recent Initiatives

     In addition to the changes set forth in our Corporate Governance Proposal described above, and the reduction in the size of the board of directors, our board of directors has also made other recent changes as part of its ongoing commitment to good corporate governance.

     On January 24, 2008, the board amended and restated our Bylaws to eliminate the provisions contained in Article III, Section 14 of the Bylaws that distinguished between legacy Citizens and legacy Republic directors. This distinction was implemented in connection with the 2006 merger with Republic Bancorp Inc. and required the board to maintain a specified ratio of former Citizens and former Republic directors. This distinction has been eliminated in order to facilitate and enhance a strong unified board and reflect the full integration of the two companies. The elimination of this provision of the Bylaws was effective immediately.

     In addition, the board amended Article III, Section 11 of the Bylaws, effective immediately, to require a nominee for election or reelection as a director to complete a written questionnaire prepared by us with respect to the nominee’s background and qualification and, if applicable, the background of any other person or entity on whose behalf the nomination is being made. A nominee must also make certain representations and agree that he or she:

	•		will abide by the requirements of Article III, Section 11 of the Bylaws (concerning, among other things, the required tendering of a resignation by a director who does not receive a majority of votes cast in an uncontested election);
	•		is not and will not become a party to any agreement, arrangement or understanding with, and has not given any commitment or assurance to, any person or entity as to how, if elected as a director, they will act or vote on any issue or question that has not been disclosed to us or that could limit or interfere with their ability to comply with their fiduciary duties;
	•		is not and will not become a party to any agreement, arrangement or understanding with any person or entity other than us with respect to any direct or indirect compensation, reimbursement or indemnification in connection with service or action as a director that has not been disclosed; and
	•		in his or her individual capacity and on behalf of any person or entity on whose behalf the nomination is being made, would be in compliance, if elected as a director, and would comply with all of our applicable publicly disclosed corporate governance, conflict of interest, confidentiality and stock ownership and trading policies and guidelines.

Meetings Of Directors And Committees Of The Board Of Directors

     During 2007, seven meetings of our board were held. All incumbent directors attended at least 75% of the total number of meetings of the board and the number of meetings held by the committees on which they serve during 2007.

     We have several standing committees of our board, including a compensation and human resources committee, a corporate governance and nominating committee, and an audit committee. The board of directors has adopted a charter for each of these three committees. The charters are accessible on the Governance Documents page of the Investor Relations Section of our website at www.citizensbanking.com. The audit committee meets quarterly and on call when needed, and the compensation and human resources committee and the corporate governance and nominating committee meet on call. The board of directors has determined that except for Messrs. Hartman, Campbell, Butvilas and Cluckey, all of the directors who served during 2007, including all the committee members, are “independent directors” as defined in Marketplace Rule 4200(a)(15) of The NASDAQ Stock Market (“NASDAQ”).

     The compensation and human resources committee met seven times during 2007 and is currently comprised of the following directors: Benjamin W. Laird, chairman; Lizabeth A. Ardisana, Dennis J. Ibold, Stephen J. Lazaroff, and Dr. Jeoffrey K. Stross. The responsibilities of the committee include approval of all aspects of corporate executive compensation and oversight of our compensation and benefits plans.

     The corporate governance and nominating committee met three times during 2007 and is currently comprised of the following directors: Stephen J. Lazaroff, chairman; Dennis J. Ibold, Kendall B. Williams, James L. Wolohan and Steven E. Zack. The responsibilities of the committee are:

	•		to establish criteria for board and committee membership and to recommend committee appointments;
	•		to review candidates qualifications and possible conflicts;
	•		to assess contributions of current directors in relation to whether they should be renominated;
	•		to ensure that a substantial majority of directors are independent;
	•		to review our process for providing information to the board of directors;
	•		to recommend corporate governance principles to the board of directors;
	•		to oversee and evaluate the effectiveness of the board;
	•		to determine a desirable balance of expertise among board members;
	•		to identify qualified candidates to fill board positions and provide aid in attracting them to the board of directors;
	•		to recommend the slate of director nominees to the board of directors for inclusion in our proxy statement for election by the shareholders at the annual meetings;
	•		to consider director nominees proposed by shareholders; and
	•		to handle such other matters as may be properly delegated to the committee by the board.

The committee uses a number of means to identify director candidates, including requesting recommendations from existing board members and others, hiring an independent search firm or consultant, and considering candidates submitted by shareholders. If the committee hires an independent search firm or consultant, in exchange for a fee such firm or consultant will provide the committee with the names of director candidates that meet criteria established by the committee. When evaluating a director candidate, the committee looks at the candidate’s qualifications in light of our needs at that time given the then current mix of director expertise. For a description of procedures for submitting

nominations to the committee, see “Corporate Governance – Shareholder Proposals” and “Corporate Governance – Shareholder Nomination of Director Candidates”.

     The audit committee met fourteen times during 2007 and is currently comprised of the following directors: Richard J. Dolinski, chairman; Gary J. Hurand, Benjamin W. Laird, James L. Wolohan and Steven E. Zack. The board of directors has determined that each of the members of the committee is “independent,” as independence is defined in the applicable NASDAQ and Securities and Exchange Commission rules for audit committee members. The board of directors has also determined that Mr. Wolohan is an “audit committee financial expert” as defined by applicable Commission rules and that each of the audit committee members satisfies all other qualifications for audit committee members set forth in the applicable NASDAQ rules. The responsibilities of the committee are:

	•		to oversee our financial reporting process and the internal accounting controls for our internal audit function;
	•		to appoint, compensate, oversee, evaluate and replace if necessary the external auditors;
	•		to approve in advance all audit services, to ensure that a written statement is received from the external auditors setting forth all relationships with us;
	•		to act as the Qualified Legal Compliance Committee;
	•		to review and approve any related party transactions;
	•		to review the annual audit plan with the independent auditors and the General Auditor;
	•		to oversee our legal, compliance, and ethics policies; and
	•		to review the results of our internal and independent audits.

Annual Meeting Attendance

     We encourage all members of the board to attend the annual shareholders meetings but we have not adopted a formal policy requiring such attendance. All of the members of our board who were directors at the time of the 2007 annual meeting of shareholders, except Ms. Ardisana, attended that meeting.

Lead Independent Director

     Mr. James L. Wolohan currently serves as the lead independent director of the board of directors. He was initially elected to that position by the independent members of our board on October 20, 2005 and was subsequently reaffirmed by the independent members of the board at last year’s annual organizational meeting. The lead independent director position will be reviewed annually at the annual organizational meeting of the board of directors. The current duties and responsibilities of the lead independent director are as follows:

	•		Acting as a liaison and a channel for communication between the chairman/chief executive officer and independent directors;
	•		Providing leadership to ensure that the board works cohesively and independently;
	•		Ensuring board leadership in times of crisis;
	•		Advising the chairman/chief executive officer as to the quality, quantity and timeliness of the flow of information from management that is necessary for the independent directors to effectively and responsibly perform their duties;
	•		Being available as a resource to consult with the chairman/chief executive officer and other board members on corporate governance practices and policies and monitoring of the same;

	•		Together with the chairman/chief executive officer, considering questions of possible conflicts of interest of the board members. Also considering questions of possible conflicts of interest of the chairman/chief executive officer;
	•		In consultation with the chairman/chief executive officer and chairman of the corporate governance and nominating committee, coordinating the assessment of board committee structure, organization and charters and evaluating the need for any changes; consulting with the chairman/chief executive officer and chairman of the corporate governance and nominating committee concerning recommendations to the board for committee membership, including chairpersons;
	•		Along with the chairman of the corporate governance and nominating committee, interviewing all board candidates, and making recommendations to the corporate governance and nominating committee and the board;
	•		Serving as non-executive chairman until a permanent chairman is appointed in the event of the incapacitation of the chief executive officer;
	•		Coordinating, developing the agenda and moderating executive sessions of the board’s independent directors and communicating to the chairman/chief executive officer the substance of the discussions occurring at such sessions;
	•		Working with the chairman/chief executive officer and the corporate governance and nominating committee chairman to ensure there is a process to implement best practices which relate to the responsibilities of the board;
	•		Assisting in orienting and integrating new directors to the board;
	•		Ensuring that the board understands and maintains the boundaries between board and management responsibilities; and
	•		Suggesting possible agenda items, if in the discretion of the lead independent director, it is deemed appropriate and serve as a sounding board on the development and presentation of significant issues, plans and strategies for board consideration.

Code of Ethics

     We have a code of ethics that applies to all of our employees and directors. The code of ethics, as currently in effect (together with any amendments that may be adopted from time to time), is posted on the Governance Documents page of the Investor Relations Section of our website at www.citizensbanking.com. In the future, to the extent any waiver is granted with respect to the code of ethics that requires disclosure under applicable Commission rules, we intend to post the waiver on the website at the address specified above.

Shareholder Proposals

     Any proposal by a shareholder intended to be included in the proxy statement for the 2009 annual meeting must be received by Thomas W. Gallagher, the secretary of the Corporation, by the close of business on November 20, 2008. In addition to applicable rules of the Commission for inclusion of shareholder proposals in our proxy statement, our Bylaws provide that, in order for a shareholder proposal to be properly brought before the annual meeting, written notice of such proposal must be given by the shareholder to our corporate secretary, either by personal delivery or by United States mail, postage prepaid, not later than January 24, 2009, which is the 90^th day prior to the first anniversary of the 2008 annual meeting. If the annual meeting date has been advanced to a date earlier than March 25,

2009, which is the 30^th day prior to the first anniversary of the 2008 annual meeting or delayed to a date later than June 23, 2009, which is the 60^th day after the first anniversary of the 2008 annual meeting, then notice of the proposal must be given within 10 days after the first public disclosure of the date of such meeting in accordance with the procedures set forth in our Bylaws. We also expect the persons named as proxies for the 2009 annual meeting of shareholders to use their discretionary voting authority, to the extent permitted by law, with respect to any proposal properly presented at that meeting by a shareholder who does not provide us with written notice of the proposal during the period provided in our Bylaws.

Shareholder Nomination of Director Candidates

     Shareholders proposing director nominees at any annual meeting of shareholders must provide written notice of their intention, along with certain information regarding the proponent and the nominees as provided in our Bylaws, to our corporate secretary not later than the close of business on January 24, 2009, which is the 90^th day prior to the first anniversary of the 2008 annual meeting. If the annual meeting date has been advanced to a date earlier than March 25, 2009, which is the 30^th day prior to the first anniversary of the 2008 annual meeting or delayed to a date later than June 23, 2009, which is the 60^th day after the first anniversary of the 2008 annual meeting, then notice of their intention must be given within 10 days after the first public disclosure of the date of the annual meeting. With respect to an election to be held at a special meeting of shareholders, such notice must be given by the close of business on the seventh day following the date on which notice of such meeting is first given to shareholders. The corporate governance and nominating committee may seek additional biographical and background information from any candidate that must be received on a timely basis to be considered by the committee. The corporate governance and nominating committee policy reviews the qualifications of candidates submitted for nomination by shareholders and evaluates them using the same criteria used to evaluate candidates submitted by the board for nomination.

Shareholder Communications with the Board of Directors

     Although we have not developed formal processes by which shareholders may communicate directly with directors, we believe that our informal process, by which any communication sent to the board of directors either generally or in care of the chief executive officer, corporate secretary or another corporate officer and forwarded to the addressee, has served the needs of both the board and our shareholders.

     The corporate governance and nominating committee will monitor this matter and may develop more specific procedures. Until any other procedures are developed and posted on the Corporate Governance page in the Investor Relations section of our website at www.citizensbanking.com, any communication to the board of directors may be mailed to the board, in care of our corporate secretary, at 328 South Saginaw Street, Flint, Michigan 48502. The mailing envelope should contain a clear notation indicating that the enclosed letter is a “Shareholder-Board Communication” or “Shareholder-Director Communication.” All such communications should identify the author as a shareholder and clearly state whether the intended recipients are all members of the board of directors or just certain specified individual directors. Our corporate secretary will make copies of all such communications and circulate them to the appropriate director or directors.

Report Of The Audit Committee

     In accordance with its written charter adopted by the board of directors, the audit committee of the board of directors assists the board of directors in fulfilling its responsibility for oversight of the quality and integrity of our accounting, auditing and financial reporting practices.

     The audit committee received and reviewed a statement from the independent auditors describing all relationships between the auditors and the Corporation that might bear on the auditors’ independence, as required by Independence Standards Board Standard No. 1, “Independence Discussions with Audit Committees” discussed with the auditors any relationships that may impact their objectivity and independence and satisfied itself as to the auditors’ independence.

     The audit committee discussed with the independent auditors the matters required to be discussed by Statement on Auditing Standards No. 61, as amended, “Communication with Audit Committees,” and, with and without management present, discussed and reviewed the results of the independent auditors’ examination of the financial statements. The audit committee also discussed the results of the internal audit examinations.

     The audit committee reviewed and discussed our audited financial statements as of and for the year ended December 31, 2007 with management and the independent auditors.

     Based on the above-mentioned review and discussions with management and the independent auditors, the audit committee recommended to the board of directors that our audited financial statements be included in our Annual Report on Form 10-K for the year ended December 31, 2007 for filing with the Securities and Exchange Commission. The audit committee also reappointed the independent auditors to serve as such for 2008, subject to ratification by our shareholders.

By the Audit Committee of the Board of Directors:

Richard J. Dolinski, Chairman
Gary J. Hurand
Benjamin W. Laird
James L. Wolohan
Steven E. Zack

Executive Officers

     The following information is provided for those officers currently designated as executive officers by the Corporation’s board of directors.

								Year Became
								Executive Officer of the
Name		Age				Five-Year Business Experience		Corporation
Charles D. Christy			50			Executive Vice President and Chief Financial Officer of Corporation (September 2002 to present); Vice Chair of Finance and Administration of Citizens Bank (August 2007 to present); Executive Vice President and Chief Financial Officer of Citizens Bank (September 2002 to August 2007); Controller of Corporation and of Citizens Bank (November 2004 to May 2005).			2002
Roy A. Eon			56			Executive Vice President and Strategic Change Officer of Corporation and of Citizens Bank (August 2007 to present); Executive Vice President and Manager of Operations and Technology of Corporation and of Citizens Bank (August 2002 to August 2007).			2002
Stephen V. Figliuolo			51			Executive Vice President and Corporate Risk Officer of Corporation and of Citizens Bank (May 2005 to present); Vice President of Loan Operations of Corporation and of Citizens Bank (October 2004 to May 2005); Vice President and Production Operations Manager of Corporation and of Citizens Bank (February 2003 to October 2004).			2005
Thomas W. Gallagher			55			General Counsel of Corporation (August 1988 to present); Secretary of Corporation (January 1989 to present); General Counsel and Secretary of Citizens Bank (August 1988 to present); Secretary and Manager of Citizens Bank Mortgage Company, LLC (October 1997 to present).			1989
Martin E. Grunst			41			Senior Vice President and Treasurer of Corporation and of Citizens Bank (July 2003 to present); Retail Asset Liability Manager, Bank One Corporation (December 1999 to July 2003).			2007

								Year Became
								Executive Officer of the
Name		Age				Five-Year Business Experience		Corporation
William R. Hartman			59			Chairman of Corporation (December 2007 to present); President of Corporation (May 2007 to present); Chief Executive Officer of Corporation (December 2006 to present); Chairman of Corporation (January 2003 to December 2006); President and Chief Executive Officer of Corporation (February 2002 to December 2006); Chairman, President and Chief Executive Officer of Citizens Bank (February 2002 to present); Director, Citizens Bank Wealth Management, N.A. (June 2002 to present).			2002
Cathleen H. Nash			45			Executive Vice President, Regional Banking of Corporation (August 2007 to present); Vice Chair of Regional Banking of Citizens Bank (August 2007 to present); Executive Vice President and Head of Consumer Banking of Corporation (July 2006 to August 2007); Director of Branch Banking of SunTrust Corporation (September 2003 to June 2006); Director of Florida Retail Banking of SunTrust Corporation (May 2001 to September 2003).			2006
Louise O’Connell			48			Senior Vice President and General Auditor of Corporation (November 2007 to present); Senior Vice President and Michigan Region Audit Director, LaSalle Bank (October 2003 to November 2007); Audit Supervisor/Manager, LaSalle Bank (September 1995 to October 2003).			2007
Randall J. Peterson			62			Executive Vice President and Regional Chairman of Corporation — Wisconsin and Iowa (April 2003 to present); Regional President – Wisconsin, Iowa and the upper peninsula of Michigan and Chief Commercial Banker – Wisconsin and Iowa of Citizens Bank (August 2007 to present); Consultant to Halron Lubricants, a distributor of motor oils (February 2002 to April 2003).			2003
Jeffrey A. Powell			50			Senior Vice President, Controller and Chief Accounting Officer of Corporation and of Citizens Bank (May 2005 to present); Vice President and Director of Finance of Corporation (February 2003 to May 2005).			2005

								Year Became
								Executive Officer of the
Name		Age				Five-Year Business Experience		Corporation
Peter W. Ronan			63			Executive Vice President for Wealth Management of Corporation and President of Citizens Bank Wealth Management, N.A. (October 2007 to present); Senior Vice President and Group Business Manager of Personal Trust, Comerica Bank (April 2004 to July 2007); Senior Vice President, Professional Trust Services, Comerica Bank (February 1996 to April 2004).			2007
Clinton A. Sampson			62			Executive Vice President and Regional Chairman of Corporation — Michigan (November 2003 to present); Vice Chair of Commercial Banking of Citizens Bank (August 2007 to present); President, Northeast Ohio Region of Bank One Corporation (December 2002 to October 2003).			2003
John D. Schwab			63			Executive Vice President and Chief Credit Officer of Corporation (November 2002 to present); Vice Chair of Credit of Citizens Bank (August 2007 to present); Executive Vice President and Chief Credit Officer of Citizens Bank (November 2002 to August 2007).			2002

EXECUTIVE COMPENSATION

Compensation And Human Resources Committee Report

     In accordance with its written charter adopted by the board of directors, the compensation and human resources committee of the board of directors (the “Compensation Committee”) determines and implements compensation and benefit systems for executive officers and other employees of the Corporation.

     The Compensation Committee has reviewed and discussed with management the “Compensation Discussion and Analysis” section of this proxy statement (the “CD&A”) for the year ended December 31, 2007.

     Based on such review and discussion, the Compensation Committee recommended to the board of directors of the Corporation that the CD&A be included in this proxy statement and incorporated by reference in the Corporation’s Annual Report on Form 10-K for the year ended December 31, 2007.

By the Compensation Committee of the Board of Directors:

Benjamin W. Laird, Chairman
Lizabeth A. Ardisana
Dennis J. Ibold
Stephen J. Lazaroff
Dr. Jeoffrey K. Stross

Compensation Discussion And Analysis

Overview of Compensation Philosophy and Program

     Our compensation philosophy is to offer competitive total compensation and reward financial performance results that drive shareholder value. Through our executive compensation program, we strive to:

	•		align the financial interests of our executive officers with the long-term interests of our shareholders;
	•		attract and retain high performing executive officers to increase our profitability; and
	•		motivate our executive officers to achieve our strategic goals.

     Our executive compensation program has four basic elements:

	•		base salary;
	•		annual incentive awards;
	•		long-term equity-based awards; and
	•		employee and retirement benefits.

     Decisions about compensation of our executive officers are made by the Compensation Committee, all of the members of which are independent of management. To help with its decision making each year, the Compensation Committee hires its own independent compensation consultants to advise it. Watson Wyatt Worldwide provided independent advice on executive compensation matters to the Compensation Committee in 2007. In addition, the Compensation Committee received independent advice from Clark Consulting on special projects, such as executive compensation program review and evaluation, as well as director compensation program review and evaluation. These consultants were retained by and reported directly to the Compensation Committee.

     Each year, the Compensation Committee reviews competitive market data for comparable executive positions compiled by its consultants. These data generally compare total compensation and plan design for nationwide banking and financial services organizations and are adjusted to reflect our asset size in comparison to these organizations. In addition, the Compensation Committee also reviews market data for specific peer banks on a periodic basis in order to better understand actual market practices and trends. The peer group is selected by the Compensation Committee, with assistance from its consultants, based on an objective analysis of factors reflecting comparability, such as asset size, mix of business, and whether the bank has a controlling shareholder or shareholder group. We review the peer group each year and make adjustments when necessary to take into account changes in circumstances during the prior year. During 2007, the banks in the peer group included:

	•		Associated Banc-Corp
	•		Colonial BancGroup, Inc.
	•		City National Corporation
	•		Cullen/Frost Bankers, Inc.
	•		FirstMerit Corporation
	•		First Midwest Bancorp, Inc.
	•		Mercantile Bankshares Corporation
	•		TCF Financial Corporation
	•		The South Financial Group, and
	•		Valley National Bancorp.

     We intend for our total executive compensation to be at or around the 50^th percentile of the competitive national market for banks of comparable size. During 2007, we believe our total executive compensation for our Named Executive Officers (as defined below), as a group and who remained employed by us at year-end, was at approximately the 50^th percentile. Actual realized compensation will depend on actual performance.

     We believe that a significant portion of executive compensation should be in the form of annual incentive awards and long-term equity awards, or at-risk pay. We believe this pay mix emphasizes a long-term perspective that is directly tied to shareholder value. The at-risk pay portion of compensation recognizes the influence our executive officers have on our overall financial performance. For instance, long-term equity awards that increase or decrease in value as our stock price grows or declines directly align the financial interests of our executives with the interests of our shareholders. In addition, the financial goals used to determine annual cash incentive compensation under our Management Incentive Plan are based on the key measures that drive our financial performance and, ultimately, our stock price. The 2007 mix of total compensation for Named Executive Officers, excluding perquisites, termination, and employee and retirement benefits, is described in the table below.

						At Risk
						Annual
Named						Incentive				Long-Term
Executive Officers		Base Salary				Target				Equity-Based				Total
William R. Hartman			32	%			25	%			43	%			100	%
Charles D. Christy			45	%			25	%			30	%			100	%
Cathleen H. Nash			47	%			28	%			25	%			100	%
John D. Schwab			44	%			23	%			33	%			100	%
Clinton A. Sampson			44	%			23	%			33	%			100	%
Dana M. Cluckey*			100	%			0	%			0	%			100	%
Thomas F. Menacher*			100	%			0	%			0	%			100	%

     The Base Salary percentage included in the table above was calculated using the amounts disclosed in the Summary Compensation Table. The Annual Incentive Target and Long-Term Equity-Based percentages were calculated using amounts disclosed in the Grants of Plan-Based Awards table. The elements of our executive compensation program are described in more detail below.

     References in this discussion to the Named Executive Officers are to the individuals listed in the Summary Compensation Table and the table above. References to our Current Named Executive Officers are to Messrs. Hartman, Christy, Schwab and Sampson and Ms. Nash, each of whom continue to serve as an executive officer of the Corporation. Messrs. Cluckey and Menacher left our employ during 2007 and did not receive an annual incentive award or equity award during the year.

Base Salary

     We believe that if we want to attract and retain high performing executive officers, the base salaries we pay must be competitive, and must reflect individual performance. As a result, we use the market data on salaries discussed previously, along with the results of annual performance evaluations to determine salary levels. Each year, Mr. Hartman reviews the performance of the executive officers other than himself and assigns a performance rating to each person based on the individual’s line of business financial performance, unique contributions to us and our need for the individual’s expertise. Additionally, executives are evaluated on certain core competencies, used to evaluate all of our staff members, such as delivering high quality client service, listening and communication abilities, and participating as a team player. Mr. Hartman reviews his performance ratings and salary recommendations for the executive officers with the Compensation Committee. Following a discussion of Mr. Hartman’s recommendations and a review of the competitive market data, the Compensation Committee either approves the recommendations or revises executive salaries upward or downward as appropriate in its judgment.

     Mr. Hartman’s performance is evaluated each year by the board of directors as a whole, based on the same core competencies described above and our financial performance. The Compensation Committee then reviews the performance evaluation and the competitive market data and determines the appropriate salary level for Mr. Hartman for the year.

     As a result of the process described above, in April 2007, Mr. Hartman received an increase of 5.4% and the other Current Named Executive Officers received an average salary increase of 9.6%. The market data reviewed by the Compensation Committee indicated that salaries for these executives were slightly below the 50^th percentile. As a result, the Compensation Committee determined that the increases were appropriate to keep the salaries for our Current Named Executive Officers competitive. A portion of the increases was intended to reward these individuals for their performance in 2006. The salaries paid in 2006 and 2007 to the Named Executive Officers are reflected in the Summary Compensation Table.

Management Incentive Plan

     We make annual cash incentive awards to our executives under our Management Incentive Plan, or MIP. This plan is designed to focus management on achieving annual financial goals that are intended to drive shareholder value and also rewards management for corporate and individual performance.

Target Award Opportunities

     The target annual incentive opportunities under the MIP are established based on competitive market practices and are intended to be at or about the 50^th percentile compared to the competitive national market. The target dollar amount of the annual bonus is a function of the executive’s base salary multiplied by the executive’s “participation rate” (expressed as a percentage of salary) determined by the Compensation Committee with the assistance of its consultants. For 2007, Mr. Hartman’s participation rate was 75% of base salary, and for the other Current Named Executive Officers it ranged between 50% and 60%. The target bonus amounts for our Named Executive Officers for 2007 were at or slightly below the 50^th percentile.

     Target bonus amounts for our executive officers are nominally weighted 70% for corporate performance and 30% for individual performance. This weighting is designed to focus management’s attention on achieving certain financial goals designed to drive shareholder value, while also providing a lesser reward for individual performance. Although the calculation of the MIP bonus is largely formulaic, the Compensation Committee may adjust bonus amounts upward or downward in appropriate circumstances.

Corporate Performance Measures

     In 2007, our board set the following three strategic goals designed to enhance shareholder value:

	•		generate profitable revenue growth;
	•		improve credit quality; and
	•		manage costs prudently.

     In response to the board’s action, the Compensation Committee, based on the recommendations of its compensation consultants and management, reduced the number of MIP performance measures we used from nine in 2006 to four in 2007 to directly align with these strategic goals.

Board Strategic Goal

MIP Performance Measure

	•		Profitable revenue growth		•		Revenue goal
					•		Net income goal
	•		Improve credit quality		•		Non-performing assets reduction goal
	•		Prudently manage costs		•		Merger cost savings goal

     Aligning the MIP goals in this way created a direct financial incentive for our executives to strive to achieve the board’s strategic goals for 2007 and drive shareholder value. The Compensation Committee, based on the recommendations of its compensation consultants and management, assigned each corporate performance measure a relative weight. The weightings generally reflected a balanced approach but emphasized revenue and net income growth because the Compensation Committee believed these were the factors most likely to drive shareholder value. The financial measures and weights for 2007 are the same for all Current Named Executive Officers and are in the table below.

     2007 Corporate Results

     The 2007 MIP payout threshold for the Revenue, Net Income, and Merger Cost Savings performance measures began at achievement of 85% of the respective goals. The payout threshold for the Non-Performing Assets measure was 110% of goal because our intention is to be below the target amount. At the threshold levels, we would payout 50% of the target bonus amounts. While we had extraordinary performance with regard to the merger cost savings measure, the Compensation Committee decided during 2007 to cap this measure at 150% of the target amount to have a more balanced payout in light of our overall financial results for 2007. There was no cap on the potential payout for the other corporate performance measures.

          The table below shows the financial measures and results used to assess our corporate performance. The financial formula resulted in a MIP payout of 48.5% for the corporate performance portion of the MIP award.

										2007
						2007 Goal				Performance
Financial Measures		Weight				(in Millions)				(in Millions)
Revenue			35	%		$	520.00			$	504.80
Net Income*			30	%		$	151.70			$	113.30
Non Performing Assets			20	%		$	136.40			$	251.50
Merger Cost Savings**			15	%		$	21.70			$	24.60

All of the corporate performance-based portions of the awards for our Current Named Executive Officers were determined using the above-described process, without any additional discretionary adjustment by the Compensation Committee.

Individual Performance Measures

          Each Current Named Executive Officer was also evaluated based on his or her performance against individual objectives, which accounted for 30% of the executive officer’s target incentive. The individual performance portion of each bonus is determined based on an evaluation of performance against quantitative and qualitative goals for the executive’s area of responsibility and an objective analysis of each executive’s performance. It is possible for the payout of the individual performance portion of the bonus to exceed the established maximum by up to 50% if circumstances indicate extraordinary performance. Mr. Hartman reviews the individual performance portion for each of the other Current Named Executive Officers and provides a corresponding numerical rating. Mr. Hartman reviews his ratings with the Compensation Committee and provides recommendations with regard to the individual performance portion payout under the MIP. The Compensation Committee then either approves the recommendations or revises the individual performance payout as it believes appropriate in its judgment.

          Mr. Hartman’s performance is evaluated each year by the board of directors as a whole, against various corporate financial goals set by the board. The Compensation Committee reviews the board’s evaluation and competitive market data and makes a determination with regard to Mr. Hartman’s individual performance payout under the MIP.

          2007 Individual Performance

          In 2007, using the process described above, the Current Named Executive Officers received an average of 65.5% of target for the individual performance portion of the MIP award.

Final MIP Awards

          The final 2007 MIP awards, considering both corporate and individual performance, ranged from 0% of target for Mr. Hartman to an average of 53.7% of target for the other Current Named Executive Officers. Under the MIP formula, Mr. Hartman would have been eligible for an award of $374,310. However, Mr. Hartman voluntarily forfeited his MIP award in light of the challenges facing us and our industry in order to better align his interests with those of our shareholders.

Long-Term Equity-Based Compensation

          We believe equity awards further align our executive’s financial interests with our shareholders’ interests by linking a significant portion of executive compensation directly to stock price growth or decline. As a result, we typically make annual equity-based grants to some or all of our executive officers under our Stock Plan. We now make equity grants in the form of restricted stock, in part, because of adverse changes in the accounting treatment of stock options. Restricted stock also increases employee ownership, directly aligns our executives’ interests with the interests of our shareholders and allows us to remain competitive with our peers.

          Restricted Stock

          In 2007, the annual equity award for executive officers was entirely in the form of restricted stock grants, which vest in three equal annual installments beginning one year after grant, assuming the executive continues to be employed by us, and immediately upon a change in control. Restricted stock entitles the holder to dividends and voting rights following the grant date to the same extent as other shareholders but restricted shares may not be sold or transferred in any way prior to vesting. These vesting terms provide a strong retention tool and encourage our executive officers to work towards improving the performance of our stock. In the event of a possible change in control, the Compensation Committee believes that the immediate vesting of all restricted shares keeps our executives focused on acting in our best interests without being unduly concerned for their financial well being.

          Long-Term Award Amounts

          The Compensation Committee, with the assistance of its compensation consultants, establishes guidelines for annual equity grants that reflect competitive practices. The same market definition and peer group previously described is used for long-term award planning. The guidelines establish a range of economic value of annual equity compensation for each executive officer position, the midpoint of which approximates the 50^th percentile of the peer group. From within the range, the Compensation Committee chooses grant values based on (i) the executive’s individual performance as assessed by Mr. Hartman or, with respect to Mr. Hartman, the board of directors, and (ii) our financial performance during the prior year, which are then converted to a number of shares based on the fair market value of the common stock at the time of the grant. In 2007, the fair market value of the restricted stock award to our Current Named Executive Officers under the Stock Plan ranged from approximately $198,000 to approximately $1,008,000 for Mr. Hartman. The long-term equity award values chosen for our Current Named Executive Officers for 2007 were at or slightly below the 50^th percentile. The Grants of Plan-Based Awards table contains the long-term equity-based awards for each of the Named Executive Officers in 2007.

          Grant Timing

          The Compensation Committee generally intends to make its annual equity grants in late May of each year.

Retirement Benefits

          Pension Benefits

          We maintain the Citizens Banking Corporation Cash Balance Pension Plan for Employees, or the Qualified Plan, which provides funded, tax-qualified benefits up to the limits on compensation permitted under the Internal Revenue Code. The Qualified Plan is a cash balance pension plan that was frozen effective December 31, 2006. The accrual of future benefits under the Qualified Plan other than the accrual of interest, has ceased, so that pay and service after December 31, 2006 will not increase benefits payable under this plan, although post-2006 service will count towards vesting requirements for benefits already accrued.

          Beginning January 1, 2007, the Qualified Plan was replaced with an annual contribution of 2.5% of eligible compensation to the 401(k) plan on behalf of each eligible employee, regardless of participation in the 401(k) plan.

          Benefits payable under the Qualified Plan are paid in the form of a lump sum or an equivalent annuity immediately following termination and the attainment of age 55 with 5 years of service or prior to age 55 with at least 10 years of service. All of our Current Named Executive Officers earned an interest credit benefit under the Qualified Plan in 2007. As of the end of 2007, Mr. Hartman, Mr. Christy and Mr. Schwab have earned a vested interest in the Qualified Plan (completed at least 5 years of credited service). Mr. Sampson and Ms. Nash will become vested in their benefit accrued through December 31, 2006 when they have completed the requisite years of service. The present value of accumulated benefits under the Qualified Plan for each Named Executive Officer is disclosed in the Pension Benefits table and the change in those benefits during 2007 is disclosed in the Summary Compensation Table.

          Supplemental Executive Retirement Plan

          We also have a Supplemental Retirement Benefits Plan, or SERP, which provides unfunded, non-qualified benefits for Mr. Hartman that are partially offset by benefits under the Qualified Plan and Social Security. We offered SERP benefits to Mr. Hartman as part of the compensation package when he was hired in 2002. Based on advice from our independent compensation consultant, we determined at the time Mr. Hartman was hired that SERP benefits were customary for chief executive officer positions and were necessary to attract top talent. We have also provided SERP benefits to previous chief executive officers.

          If Mr. Hartman terminates employment after he reaches age 62-1/2, the SERP entitles Mr. Hartman for the rest of his life to an annual annuity equal to (i) 60% of his annual average base salary and bonus for the 36 highest consecutive months of earnings out of the last 60 months prior to retirement, minus (ii) the sum of the annuity provided under the Qualified Plan and his Social Security benefits. Mr. Hartman has elected to have his SERP benefit be paid as a lump sum equivalent of the monthly annuity payable for life.

          If Mr. Hartman terminates employment before age 62-1/2, the benefit can commence no earlier than age 61. In this case, the benefit described above would be reduced by 0.33% for each complete month that the benefit commences prior to age 62-1/2. The SERP is unfunded and maintained as a book reserve account, which means that it is treated as one of our unsecured liabilities and is subject to our financial ability to make payments when they are due. The present value of Mr. Hartman’s accumulated SERP benefits is set forth in the Pension Benefits table and the change in those benefits during 2007 is disclosed in the Summary Compensation Table.

Other Executive Perquisites and Benefits

          All of our Named Executive Officers participated in our 401(k) plan in 2007 and received matching funds on the same basis as other participants. We match 4% of eligible compensation per year which for 2007 was $225,000. Matching funds paid on behalf of the Named Executive Officers are disclosed in the Summary Compensation Table.

          We reimbursed each of the Current Named Executive Officers for initiation fees and annual dues, as applicable, for membership in country clubs in 2007. We believe country club memberships enable our executives to entertain clients and develop business contacts within the communities in which we operate. Club fees and dues we paid for the Current Named Executive Officers are disclosed in the Summary Compensation Table. The amount shown for Mr. Hartman’s 2007 club fees and dues includes a one-time initiation fee and stock purchase of $67,500. We determined that the additional club fee would further enable Mr. Hartman to develop business contacts within Southeast Michigan.

Employment Termination Severance Benefits

          We provide our Named Executive Officers with severance benefits upon termination of employment following a change in control of the Corporation. These benefits are described in detail under Other Potential Post-Employment Payments. In addition, we entered into severance agreements with Messrs. Cluckey and Menacher at the time their employment was terminated that are also described in detail under Other Potential Post-Employment Payments. These agreements reduced the overall cost to us that would have been incurred pursuant to their employment agreements as a result of their terminations. We may negotiate severance benefits with other individual executives upon termination in appropriate circumstances.

Employment Agreements

          We have an employment agreement with our chairman, chief executive officer and president, Mr. Hartman. We also had an employment agreement with Mr. Cluckey, our former chief operating officer, and an arrangement with Mr. Menacher, our former director of merger integrations, both of whom left us in May 2007. These agreements are described under Other Potential Post-Employment Payments.

Section 162(m) Compliance

          Section 162(m) of the Internal Revenue Code restricts our ability to deduct executive compensation paid to each of our Named Executive Officers in excess of $1,000,000 in annual compensation. Certain performance-based compensation is exempt from this limitation if it complies with various conditions described in Section 162(m). Also, the Stock Plan and its predecessor plans contain provisions intended to cause compensation realized in connection with the exercise of options granted under the Stock Plan and its predecessor plans to be exempt from the Section 162(m) restriction.

          Other components of our compensation program may result in payments from time to time that are subject to the restriction on deductibility, but we do not believe the effect of the restriction on us is currently material or that further action to qualify compensation for deductibility is necessary at this time. It may be appropriate to exceed the limitation on deductibility to ensure that executive officers are compensated in a manner that is consistent with our best interests, the best interests of our shareholders and our executive compensation philosophy and objectives.

Stock Ownership Guidelines

          Since September 2002, we have maintained common stock ownership guidelines for our executive officers. We believe that it is important for executive officers to own our common stock to ensure that their financial interests are directly aligned with those of our shareholders. The stock ownership guidelines require that 40,000 shares of common stock be owned by the chief executive officer and that 4,000 shares of common stock be owned by all other executive officers. These guidelines generally afford such executive officers a period of five years to attain such common stock ownership levels. All Current Named Executive Officers are in full compliance with the stock ownership guidelines. The table below shows the stock ownership of our Current Named Executive Officers as of February 29, 2008.

		Shares				401(k)				Restricted								Ownership
		Owned				Shares				Shares				Total				Guideline
William R. Hartman			97,505				-0-				82,623				180,128				40,000
Charles D. Christy			19,447				6,273				18,194				43,914				4,000
Cathleen H. Nash			-0-				-0-				22,631				22,631				4,000
John D. Schwab			30,259				5,451				16,684				52,394				4,000
Clinton A. Sampson			3,455				4,904				15,518				23,876				4,000

Compensation Recoupment Policy

          Our general pay-for-performance philosophy also means that we will not reward executive officers for performance if we discover that the applicable performance was due to the officer’s fraud or other misconduct. To implement this principle, our board of directors has adopted an Unearned Compensation Recoupment Policy to allow us in certain circumstances to recover bonus and incentive compensation paid to an executive officer. Under this policy, if the board subsequently determines that, as a result of the executive’s misconduct, we are required to materially restate all or a significant portion of our financial statements for the period for which the compensation was paid, we have the right to require that the executive officer reimburse us for the amount of any related bonus or incentive compensation received or cancel any related unvested restricted or deferred equity awards granted on the basis of having met or exceeded performance goals. In deciding whether to pursue the remedies provided in the policy, the board may consider all relevant facts, including whether the misconduct by the executive officer that caused or partially caused the need for the restatement was negligent, intentional, or gross misconduct. In addition to the remedies provided in the Recoupment Policy, we may dismiss or pursue other legal remedies against the executive officer.

Summary Compensation Table

          The following table provides compensation information for the years ended December 31, 2007 and 2006 for our Chief Executive Officer, Chief Financial Officer, the three other most highly paid executive officers who were serving the Corporation at December 31, 2007 and two former executive officers whose employment terminated during 2007. We refer to these individuals in this proxy statement as our Named Executive Officers. The material terms of plans and agreements pursuant to which certain items set forth below were paid are discussed elsewhere in the Executive Compensation – Compensation Discussion and Analysis section of this proxy statement.

																						Change in
																						Pension Value
																						and
																						Nonqualified
																						Deferred
														Stock				Non-Equity				Compensation				All Other
														Awards				Incentive Plan				Earnings				Compensation
Name and Principal						Salary				Bonus				($)				Compensation				($)				($)				Total
Position		Year				($)				($)				(1)				($)				(2)				(3)				($)
William R. Hartman			2007				767,678				-0-				573,134				-0-	(4)			880,955				89,665				2,311,472
Chairman, President and			2006				721,507				-0-				538,195				299,175				1,438,449				43,036				3,040,362
Chief Executive Officer
Charles D. Christy			2007				341,078				-0-				121,743				116,247				1,681				20,945				601,694
Executive Vice President &			2006				314,541				-0-				115,863				130,474				10,021				47,893				618,792
Chief Financial Officer
Cathleen H. Nash			2007				436,769				-0-				137,594				146,192				380				23,270				744,205
Executive Vice President,			2006				216,692				455,000	(6)			42,129				-0-	(7)			8,108				138,536				860,465
Regional Banking(5)
John D. Schwab			2007				282,130				-0-				111,678				84,209				1,681				19,920				499,618
Executive Vice President &			2006				250,105				-0-				103,911				102,907				10,021				30,891				497,835
Chief Credit Officer
Clinton A. Sampson			2007				263,230				-0-				103,718				71,179				1,248				20,960				460,335
Executive Vice President &			2006				244,922				-0-				89,511				91,230				9,604				25,363				460,630
Regional Chairman
Dana M. Cluckey(8)			2007				292,488				-0-				-0-				-0-				-0-				5,129,861				5,422,349
Former President and Chief Operating Officer
Thomas F. Menacher(9)			2007				108,916				-0-				-0-				-0-				-0-				2,822,227				2,931,143
Former Director of Merger Integrations

						Country
		401(k) Plan				Club												Total “All
		Matching				Dues and				Retirement				Termination				Other
Named		Contribution				Fees				Contribution				Payments				Compensation”
Executive Officers		($)				($)				($)				($)				($)
William R. Hartman			9,000				74,915				5,750				-0-				89,665
Charles D. Christy			9,000				6,195				5,750				-0-				20,945
Cathleen H. Nash			9,000				8,520				5,750				-0-				23,270
John D. Schwab			9,000				5,170				5,750				-0-				19,920
Clinton A. Sampson			9,000				6,210				5,750				-0-				20,960
Dana M. Cluckey			5,871				-0-				5,750				5,118,240				5,129,861
Thomas F. Menacher			5,941				-0-				5,035				2,812,192				2,823,168

Grants of Plan-Based Awards

          The following table shows all plan-based awards granted to our Named Executive Officers during 2007. Certain terms of our Stock Plan pursuant to which the grants identified in the table were made are described in the Executive Compensation – Compensation Discussion and Analysis – Long-Term Equity-Based Compensation section of this proxy statement. There were no options granted in 2007 to any of the Named Executive Officers.

																						Grant Date
																		All Other Stock				Fair Value of
																		Awards: Number				Stock and
						Estimated Future Payouts Under												of Shares of				Option
						Non-Equity Incentive Plan Awards												Stock or Units				Awards:
		Grant				Threshold				Target				Maximum				(#)				($)
Name		Date				($)				($)				($)				(1)				(2)
William R. Hartman			5/23/2007																54,251				1,008,792
							204,750				585,000				N/A
Charles D. Christy			5/23/2007																12,520				232,808
							67,375				192,500				N/A
Cathleen H. Nash			5/23/2007																12,520				232,808
							92,820				265,200				N/A
John D. Schwab			5/23/2007																11,476				213,395
							51,625				147,500				N/A
Clinton A. Sampson			5/23/2007																10,694				198,854
							47,250				135,000				N/A
Dana M. Cluckey			N/A																-0-				-0-
							N/A				N/A				N/A
Thomas F. Menacher			N/A																-0-				-0-
							N/A				N/A				N/A

Outstanding Equity Awards at Year-End

          The following table shows all outstanding equity awards held by our Named Executive Officers as of December 31, 2007.

		Options Awards																Stock Awards
		Number of				Number of												Number of
		Securities				Securities												Shares or				Market Value of
		Underlying				Underlying												Units of Stock				Shares or Units
		Unexercised				Unexercised												That Have				of Stock That
		Options				Options				Option				Option				Not Vested				Have Not Vested
		(#)				(#)				Exercise Price				Expiration				(#)				($)
Name		Exercisable				Unexercisable				($)				Date				(1)				(2)
William R. Hartman																			82,623				1,198,860
			43,935				-0-			$	29.02				5/31/2015
			77,500				-0-			$	29.06				5/12/2014
			225,000				-0-			$	26.01				5/29/2013
			225,000				-0-			$	31.99				2/25/2012
Charles D. Christy																			18,194				263,995
			9,398				-0-			$	29.02				5/31/2015
			16,200				-0-			$	29.06				5/12/2014
			25,000				-0-			$	26.01				5/29/2013
			85,000				-0-			$	25.81				9/03/2012
Cathleen H. Nash																			22,631				328,378
			-0-				-0-				-0-				-0-
John D. Schwab																			16,684				242,085
			8,811				-0-			$	29.02				5/13/2015
			14,400				-0-			$	29.06				5/12/2014
			22,000				-0-			$	26.01				5/29/2013
			65,000				-0-			$	25.11				11/12/2012
Clinton A. Sampson																			15,518				225,166
			7,342				-0-			$	29.02				5/13/2015
			14,400				-0-			$	29.06				5/12/2014
			50,000				-0-			$	30.23				11/17/2013
Dana M. Cluckey																			-0-				-0-
			60,274				-0-			$	15.82				2/21/2012
			13,191				-0-			$	15.16				2/27/2011
			62,156				-0-			$	15.23				2/15/2011
			6,653				-0-			$	11.24				2/03/2010
			30,145				-0-			$	12.20				1/19/2010
			8,021				-0-			$	12.34				2/03/2009
			8,171				-0-			$	12.22				1/20/2009
			25,065				-0-			$	15.36				5/18/2008
Thomas F. Menacher																			-0-				-0-
			15,066				-0-			$	15.82				2/21/2012
			3,297				-0-			$	15.16				2/27/2011
			12,431				-0-			$	15.23				2/15/2011
			11,394				-0-			$	12.20				1/19/2010
			501				-0-			$	12.47				5/16/2009
			6,008				-0-			$	12.34				2/03/2009
			501				-0-			$	13.59				10/14/2008
			3,254				-0-			$	15.36				5/18/2008