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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):

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     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
Executive Vice President
General Counsel and Secretary

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS, MAY 27, 2009

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 (located in the same building as the Genesys Athletic Club) at 805 Health Park Blvd. in Grand Blanc, Michigan, on Wednesday, May 27, 2009, at 10:00 a.m., local time, for the following purposes:

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

     (2) To approve the compensation of certain of our executive officers;

     (3) To ratify the selection of Ernst & Young LLP as our independent auditors for the fiscal year ending December 31, 2009; 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, A VOTE FOR THE APPROVAL OF THE COMPENSATION OF OUR EXECUTIVE OFFICERS AND FOR THE RATIFICATION OF OUR INDEPENDENT AUDITORS.

     Shareholders of record of our common stock outstanding at the close of business on March 31, 2009 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,
		/s/ Thomas W. Gallagher
		Thomas W. Gallagher
		Executive Vice President,
		General Counsel and Secretary
Flint, Michigan
April 15, 2009

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

Meeting Information

     We are delivering this proxy statement to our shareholders in connection with the solicitation of proxies by our board of directors for our annual meeting of shareholders to be held on May 27, 2009 and any adjournments of the meeting. This proxy statement, the proxy and the notice of annual meeting of shareholders are first being provided to our shareholders on or about April 17, 2009. The meeting will be held in the Maple Room at the Genesys Conference and Banquet Center (located in the same building as the Genesys Athletic Club) at 805 Health Park Blvd. in Grand Blanc, Michigan. Directions to attend the meeting in person may be obtained by contacting Ms. Kristine Brenner, Director of Investor Relations at 810-257-2506.

Voting Information

Record Date

     Shareholders as of the close of business on March 31, 2009 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 March 31, 2009, there were 126,298,743 shares of our common stock outstanding and entitled to vote and 300,000 shares of our fixed rate cumulative perpetual preferred stock, Series A outstanding. Our outstanding preferred stock is not entitled to vote on the matters to be voted upon at the meeting.

How to Vote

     The board of directors requests that you execute and return the proxy promptly, whether or not you plan to attend the meeting.

     If you hold your shares of our stock under your own name (also known as “record ownership”), you can vote your shares in one of the following manners:

	•		By proxy via the Internet at http://www.snl.com/IRWebLinkX/GenPage.aspx?IID=100175&gkp=203215 or www.proxyvote.com and following the instructions;
	•		By proxy via telephone at 1-800-690-6903 on a touch-tone phone and following the recorded instructions;
	•		By proxy via mail by signing and returning the enclosed proxy card in the postage-paid envelope; and
	•		By coming to the meeting and voting your shares in person.

     Any vote by proxy, Internet or telephone may be revoked by you at any time before the meeting by (1) giving written notice of such revocation to the corporate secretary, (2) 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 (3) 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. Shareholders who vote via the Internet or by telephone need not mail their proxy cards and doing so will revoke any prior vote or proxy.

     If a broker, bank or other nominee holds your shares (“street name” ownership), you will receive a voting instruction form directly from them. Follow the instructions on the form they provide to have your shares voted by proxy. If you wish to attend the meeting and vote in person, you must obtain a proxy, executed in your favor, from the broker, bank or nominee to do so.

     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 $8,000 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.

Voting Requirements and Manner of Voting Proxies

	•		The shareholders will elect directors. Each outstanding share is entitled to vote for each director position. A director will be elected if he or she receives the affirmative vote of a majority of the votes cast for that director. Votes cast includes votes cast to withhold authority to vote for a director and excludes abstentions. An incumbent director who does not receive a majority of the votes cast for that director position is required to tender his or her resignation to the board of directors, and the resignation will be reviewed by our corporate governance and nominating committee, which will make a recommendation to the board of directors as to whether it should accept or reject the resignation. This process is more fully described in our Bylaws.
	•		The shareholders will vote on approval of the compensation of our executives. The compensation of certain of our executive officers will be approved if authorized by a majority of the votes cast by shareholders at the meeting.
	•		The shareholders will vote on the ratification of the appointment of our independent auditors. The appointment will be ratified if approved by a majority of the votes cast by shareholders at the meeting.

     The shares represented by properly executed proxies received by Internet, telephone or by mail will be voted in the manner specified, and where there are no instructions given, will be voted in favor of the director nominees, in favor of our executive compensation arrangements, and in favor of ratifying the appointment of our independent auditors.

     Withheld votes, abstentions and broker non-votes are counted only for purposes of determining whether a quorum is present at the meeting. “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.

     The persons named in the proxy to represent shareholders who are present by proxy at the meeting are Lizabeth A. Ardisana and Stephen J. Lazaroff.

Meeting Attendance

     If you plan to attend the meeting and your shares of common stock are registered in your name, your admission ticket is either the top-half of your proxy card or your Notice Regarding the Availability of Proxy Materials. If you hold your shares in street name, you will need to bring with you a letter from your broker or nominee confirming your beneficial ownership of common stock as of the record date.

Important Notice Regarding Delivery of Annual Report and Proxy Statement

     To reduce the expenses of delivering duplicate materials to our shareholders, we are taking advantage of householding rules that permit us to deliver only one set of proxy solicitation materials, our Annual Report for the fiscal year ended December 31, 2008, and the Notice Regarding the Availability of Proxy Materials to shareholders who share the same address, unless otherwise requested. Each shareholder retains a separate right to vote on all matters presented at the meeting.

     If you share an address with another shareholder and have received only one set of materials, you may write or call us to request a separate copy of these materials at no cost to you. For future annual meetings, you may request separate materials or request that we only send one set of materials to you if you are receiving multiple copies by writing to us at sendmaterial@proxyvote.com, or calling us at 1-800-579-1639.

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, 2008, 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 (Deutschland) AG Apianstrasse 6 D-85774 Unterfohring, Germany(1)			7,161,328				7,161,328				-0-				-0-				6,856,811				-0-				-0-				5.7	%
Schneider Capital Management Corporation 460 E. Swedesford Rd. Suite 2000 Wayne, PA 19087(2)			6,344,522				6,344,522				-0-				-0-				4,610,306				-0-				-0-				5.0	%
Wellington Management Company, LLP 75 State Street Boston, MA 02109(3)			10,837,500				-0-				10,837,500				-0-				-0-				9,821,700				-0-				8.6	%

Management

     The following table reflects the beneficial ownership of our common stock as of March 31, 2009 by:

	•		Each director and nominee for election to our board of directors;
	•		Each executive officer named in the “Executive Compensation — Summary Compensation Table,” whom we refer to as our Named Executive Officers; and
	•		Our current directors and all 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
Lizabeth A. Ardisana			29,267				29,267				-0-				*
George J. Butvilas			228,783				228,648				135				*
Charles D. Christy			264,134				260,834				3,300				*
Robert S. Cubbin			19,800				19,800				-0-				*
Richard J. Dolinski			64,117				61,117				3,000				*
Roy A. Eon			103,346				100,480				2,866				*
William R. Hartman			738,710				738,710				-0-				*
Gary J. Hurand			428,095				89,588				338,507				*
Dennis J. Ibold			179,828				88,496				91,332				*
Benjamin W. Laird			31,397				31,397				-0-				*
Stephen J. Lazaroff			72,295				72,295				-0-				*
Cathleen H. Nash			132,631				132,631				-0-				*
Clinton A. Sampson			93,225				93,225				-0-				*
John D. Schwab			148,425				133,344				15,081				*
Kendall B. Williams			26,804				26,091				714				*
James L. Wolohan(2)			356,367				356,367				-0-				*
Steven E. Zack			90,250				90,250				-0-				*
All current directors and executive officers as a group (26 persons)			3,859,395				3,183,982				675,413				3.0	%

						Restricted				Pledged
Name		Options				Shares				Shares
Lizabeth A. Ardisana			3,425				857				-0-
George J. Butvilas			-0-				695				-0-
Charles D. Christy			135,598				91,183				-0-
Robert S. Cubbin			-0-				-0-				-0-
Richard J. Dolinski			5,925				857				-0-
Roy A. Eon			80,674				-0-				-0-
William R. Hartman			571,435				-0-				-0-
Gary J. Hurand			5,239				695				-0-
Dennis J. Ibold			5,239				695				-0-
Benjamin W. Laird			5,925				857				-0-
Stephen J. Lazaroff			5,925				857				-0-
Cathleen H. Nash			-0-				118,457				-0-
Clinton A. Sampson			71,742				9,541				-0-
John D. Schwab			110,211				-0-				-0-
Kendall B. Williams			5,925				857				-0-
James L. Wolohan			5,925				857				-0-
Steven E. Zack			-0-				695				-0-
All current directors and executive officers as a group (26 persons)			1,275,099				510,893				-0-

PROPOSAL 1 – ELECTION OF DIRECTORS

     Our Amended and Restated Articles of Incorporation, or Articles, provide for a phased-in elimination of our classified board of directors and the annual election of all directors. Prior to the 2009 annual meeting of shareholders, our board had been divided into three classes and each year, on a rotating basis, the terms of office of the directors in one of the three classes had expired and their successors had been elected to three-year terms. Beginning at the 2009 annual meeting of shareholders, all nominees and all directors standing for reelection will be elected to one-year terms. The Class II directors whose terms expire at the 2009 annual meeting of shareholders are George J. Butvilas, Robert S. Cubbin, Benjamin W. Laird, and James L. Wolohan. The terms for the Class III directors will expire at the 2010 annual meeting of shareholders and the terms for the Class I directors will expire at the 2011 annual meeting of shareholders.

     Four nominees will be elected to serve a one-year term at the 2009 annual meeting of shareholders. Please note that you may vote for no more than four directors on your proxy card. Our board of directors has nominated Messrs. Butvilas, Cubbin, Laird and Wolohan for election as directors. The term for these directors will expire at the 2010 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 us or our subsidiaries, his or her five-year business experience, and the year each became a director, according to information furnished by such nominees and incumbent directors, are set forth below.

Nominees – Term Expiring 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

George J. Butvilas

63

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

2006

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

Robert S. Cubbin

51

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

2008

President and Chief Executive Officer of Meadowbrook Insurance Group from 1987 to present.

Benjamin W. Laird

59

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

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

57

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

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

68

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

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.

Dennis J. Ibold

60

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

2006

President of Petersen & Ibold, Attorneys at Law.

Cathleen H. Nash

46

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

2009

President and Chief Executive Officer of the Corporation from February 2009 to present. Executive Vice President, Regional Banking of the Corporation from August 2007 to February 2009. President and Chief Executive Officer of Citizens Bank from February 2009 to present. Vice Chair of Regional Banking of Citizens Bank from August 2007 to February 2009. Executive Vice President and Head of Consumer Banking of the Corporation from July 2006 to August 2007. Director of Branch Banking of SunTrust Corporation from September 2003 to June 2006.

Kendall B. Williams

56

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

1992

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

Class I Continuing Directors — Term Expiring In 2011

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

Lizabeth A. Ardisana

58

Director of the 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

62

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

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

55

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

1997

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

Steven E. Zack

58

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

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.

Compensation Of Directors

     In 2008, our non-employee directors were 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: $0 (down from $20,000 in 2007).
•		Lead independent director: additional $20,000 annual retainer (up from $10,000 in 2007).
•		Chairperson of the audit committee: additional $10,000 annual retainer.
•		Chairperson 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 us and our subsidiaries. No additional compensation is paid pursuant to this plan. Non-employee directors generally do not receive perquisites or other personal benefits for their service as a director. However, Mr. George J. Butvilas receives medical benefits until age 65 under an employment agreement with his former employer, Republic Bancorp, Inc., which we acquired in 2006. Directors who are also our employees do not receive any additional compensation for their service as a director.

     The following table provides information regarding compensation that was paid to the individuals who served as our directors during 2008, other than Mr. Hartman. As a Named Executive Officer, Mr. Hartman’s compensation is included in the “Executive Compensation” section of this proxy statement.

		Fees Earned or				Stock				All Other
		Paid in Cash				Awards(1)				Compensation				Total
Name		($)				($)				($)				($)
Lizabeth A. Ardisana			55,250				10,592				-0-				65,842
George J. Butvilas			59,000				6,665				11,835				77,500
Robert S. Cubbin(2)			43,083				-0-				-0-				43,083
Richard J. Dolinski			60,750				10,592				-0-				71,342
Gary J. Hurand			56,750				6,665				-0-				63,415
Dennis J. Ibold			56,000				6,665				-0-				62,665
Benjamin W. Laird			68,750				10,592				-0-				79,342
Stephen J. Lazaroff			67,000				10,592				-0-				77,592
Kendall B. Williams			45,500				10,592				-0-				56,092
James L. Wolohan			88,000				10,592				-0-				98,592
Steven E. Zack			53,750				6,665				-0-				60,415

		Options				Restricted Stock
		Outstanding				Outstanding
Name		(#)				(#)
Lizabeth A. Ardisana			3,425				857
George J. Butvilas			-0-				695
Robert S. Cubbin			-0-				-0-
Richard J. Dolinski			5,925				857
Gary J. Hurand			5,239				695
Dennis J. Ibold			5,239				695
Benjamin W. Laird			5,925				857
Stephen J. Lazaroff			5,925				857
Kendall B. Williams			5,925				857
James L. Wolohan			5,925				857
Steven E. Zack			-0-				695

     Since September 2002, we have maintained common stock ownership guidelines for our nonemployee directors. In the first quarter of 2008, the corporate governance and nominating committee and the compensation and human resources committee, based on information from Watson Wyatt, our independent compensation consultant, determined that the previous stock ownership guidelines for our directors were below those of our peers, and recommended new stock ownership guidelines to the board of directors. The board of directors accepted these recommendations and revised our stock ownership guidelines accordingly. The board of directors believes the new stock ownership guidelines bring our stock ownership guidelines more in line with the guidelines of our peers. Under the new guidelines, directors were required to hold at least 10,000 shares of our common stock by the end of year 2008. Thereafter, directors are required to increase their holdings to 25,000 shares of our common stock and will have five years to attain this ownership level. However, in the event that a director has not attained ownership of 25,000 shares of our common stock by the 2009 organizational meeting of the board of directors, then and until such 25,000 share threshold shall be attained, the director shall be required to take his/her board of director retainer fee, if any, in our common stock, rather than cash. Directors appointed to the board after April 2008, must attain an ownership level of at least 10,000 shares within the first year after appointment and must attain an ownership level of at least 25,000 shares within five years after the date of appointment. Newly appointed directors not in compliance with these guidelines shall be required to take his/her board of director retainer fee, if any, in our common stock rather than in cash. The compensation and human resources committee is responsible for monitoring compliance with these guidelines and receives periodic updates from management with regard to progress towards complying with the guidelines. The table below shows the stock ownership of our directors as of March 31, 2009.

		Shares				401(k)				Restricted				Other								Ownership
		Owned				Shares				Shares				Ownership(1)				Total				Guideline
Lizabeth A. Ardisana			24,985				-0-				857				-0-				25,842				25,000
George J. Butvilas			227,953				-0-				695				135				228,783				25,000
Robert S. Cubbin			19,800				-0-				-0-				-0-				19,800				10,000
Richard J. Dolinski			54,335				-0-				857				3,000				58,192				25,000
Gary J. Hurand			83,654				-0-				695				338,507				422,856				25,000
Dennis J. Ibold			82,562				-0-				695				91,332				174,589				25,000
Benjamin W. Laird			24,615				-0-				857				-0-				25,472				25,000
Stephen J. Lazaroff			65,513				-0-				857				-0-				66,370				25,000
Kendall B. Williams			19,309				-0-				857				714				20,880				25,000
James L. Wolohan			349,585				-0-				857				-0-				350,442				25,000
Steven E. Zack			89,555				-0-				695				-0-				90,250				25,000

CORPORATE GOVERNANCE

General

     We are 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, chief executive officer, lead independent director and others regarding matters of concern and interest to the Corporation. In this portion of our proxy statement, we describe some of our key governance practices and related matters.

Meetings Of Directors And Committees Of The Board Of Directors

     During 2008, thirteen meetings of our board of directors were held. All incumbent directors attended at least 75% of the total number of meetings of our board of directors and the number of meetings held by our committees on which they served during 2008.

     We have several standing committees of our board of directors, 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 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 and Butvilas and Ms. Nash, all of the directors, including all the committee members, are “independent directors” as defined in Marketplace Rule 4200(a)(15) of The NASDAQ Stock Market, or NASDAQ.

     The compensation and human resources committee met twelve times during 2008 and is currently comprised of the following directors: Benjamin W. Laird, chairman; Lizabeth A. Ardisana, Robert S. Cubbin, Dennis J. Ibold, and Stephen J. Lazaroff. 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 four times during 2008 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 recommend to the board of directors qualified nominees to fill vacancies on the board;
	•		To consider director nominees proposed by shareholders;
	•		To recommend stock ownership guidelines for the chief executive officer, other senior executives and members of the board of directors; 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 thirteen times during 2008 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. Our board of directors has determined that each of the members of the committee is “independent,” as defined in the applicable NASDAQ and Securities and Exchange Commission rules for audit committee members. Our 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 2008 annual meeting of shareholders attended that meeting.

Lead Independent Director

     Mr. James L. Wolohan currently serves as the lead independent director of our 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 of our board of directors. The lead independent director position is reviewed each year at the annual organizational meeting of the board of directors. The current duties and responsibilities of the lead independent director are listed in our Governance Guidelines, which are accessible on the Governance Documents page of the Investor Relations Section of our website at www.citizensbanking.com. Upon completion of the annual meeting, the board of directors will select an independent board member to succeed Mr. Hartman as non-executive chairman. The non-executive chairman is expected to have similar duties and responsibilities to, and to replace, the lead independent director.

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 2010 annual meeting must be received by Thomas W. Gallagher, the secretary of the Corporation, by the close of business on December 16, 2009. 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 February 26, 2010, which is the 90^th day prior to the first anniversary of the 2009 annual meeting. If the annual meeting date has been advanced to a date earlier than April 27, 2010, which is the 30^th day prior to the first anniversary of the 2009 annual meeting or delayed to a date later than July 26, 2010, which is the 60^th day after the first anniversary of the 2009 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 2010 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 the 2010 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 February 26, 2010, which is the 90^th day prior to the first anniversary of the 2009 annual meeting. If the annual meeting date has been advanced to a date earlier than April 27, 2010, which is the 30^th day prior to the first anniversary of the 2009 annual meeting or delayed to a date later than July 26, 2010, which is the 60^th day after the first anniversary of the 2009 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 our 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 our board of directors 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.

Executive Officers

     The following information is provided for those officers currently designated as executive officers by our board of directors.

								Year Became
								Executive Officer of the
Name		Age				Five-Year Business Experience		Corporation
Susan P. Brockett			59			Executive Vice President and Director of Corporate Human Resources of the Corporation and of Citizens Bank (February 2008 to present); Executive Vice President and Senior Human Resources Director at KeyCorp (March 1996 to January 2008).			2008
Charles D. Christy			52			Executive Vice President and Chief Financial Officer of the Corporation (September 2002 to present); Director of Shared Services of the Corporation (August 2007 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 the Corporation and of Citizens Bank (November 2004 to May 2005).			2002
Stephen Figliuolo			52			Executive Vice President, Interim Principal Accounting Officer and Interim Controller of the Corporation and of Citizens Bank (December 2008 to present); Executive Vice President and Corporate Risk Officer of the Corporation and of Citizens Bank (May 2005 to present); Vice President of Loan Operations of the Corporation and of Citizens Bank (October 2004 to May 2005); Vice President and Production Operations Manager of the Corporation and of Citizens Bank (February 2003 to October 2004).			2005
Thomas W. Gallagher			56			Executive Vice President, General Counsel and Secretary of the Corporation and of Citizens Bank (June 2007 to present); General Counsel of the Corporation (August 1988 to present); Secretary of the Corporation (January 1989 to present); General Counsel and Secretary of Citizens Bank (August 1988 to June 2007).			1989
Martin E. Grunst			42			Senior Vice President and Treasurer of the 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
Judith L. Klawinski			49			Executive Vice President and Director of Client Segmentation and Delivery of the Corporation and of Citizens Bank (February 2009 to present); Senior Vice President and Head of Retail Delivery of the Corporation (July 2005 to February 2009); Senior Vice President and District Manager of Citizens Bank (November 2002 to July 2005).			2009
Cathleen H. Nash			46			President and Chief Executive Officer of the Corporation (February 2009 to present); Executive Vice President, Regional Banking of the Corporation (August 2007 to February 2009); President and Chief Executive Officer of Citizens Bank (February 2009 to present); Vice Chair of Regional Banking of Citizens Bank (August 2007 to February 2009); Executive Vice President and Head of Consumer Banking of the Corporation (July 2006 to August 2007); Director of Branch Banking of SunTrust Corporation (September 2003 to June 2006).			2006
Louise N. O’Connell			49			Senior Vice President and General Auditor of the Corporation and of Citizens Bank (November 2007 to present); Senior Vice President and Michigan Region Audit Director, LaSalle Bank (October 2003 to November 2007).			2007
Peter W. Ronan			64			Executive Vice President and Director of Wealth Management of the 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

								Year Became
								Executive Officer of the
Name		Age				Five-Year Business Experience		Corporation
Clinton A. Sampson			63			Executive Vice President and Commercial Banking Consulting Advisor of the Corporation and of Citizens Bank (January 2009 to present); Executive Vice President and Regional Chairman of the Corporation-Michigan (November 2003 to January 2009); Vice Chair of Commercial Banking of Citizens Bank (August 2007 to December 2008); President, Northeast Ohio Region of Bank One Corporation (December 2002 to October 2003).			2003
Thomas C. Shafer			50			Executive Vice President and Director of Regional Banking of the Corporation and of Citizens Bank (February 2009 to present); Regional President, East Michigan of Citizens Bank (August 2008 to January 2009); President, Southeast Michigan of Citizens Bank (November 2002 to August 2008).			2009
Mark W. Widawski			51			Executive Vice President and Chief Credit Officer of the Corporation and of Citizens Bank (February 2009 to present); Senior Vice President and Managing Director of Asset Based Lending of Citizens Bank (March 2006 to February 2009); Senior Vice President and Senior Credit Officer of Citizens Bank (June 2005 to March 2006); Senior Vice President and Group Sales Manager at JP Morgan Chase Bank, N.A. (June 2001 to April 2004).			2009

PROPOSAL 2 – ADVISORY (NON-BINDING) PROPOSAL TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS

     Due to our participation in the U.S. Department of the Treasury’s, referred to herein as the Treasury, Capital Purchase Program, or CPP, we are submitting the compensation arrangements with our Named Executive Officers for nonbinding shareholder approval, and will continue to do so annually, as long as the preferred shares issued to Treasury under the CPP remain outstanding. Our compensation policies are based on a pay-for-performance philosophy and we believe they are strongly aligned with the long-term interests of our shareholders. The disclosure of compensation information provided in the “Executive Compensation” section of this proxy statement provides our shareholders with the information they need to make an informed decision with regard to our executive compensation practices.

     Therefore, the board of directors is providing our shareholders with the right to cast an advisory vote on the compensation of our Named Executive Officers at our 2009 annual meeting of shareholders. This proposal, commonly known as a “say-on-pay” proposal, gives you as a shareholder the opportunity to vote on the compensation of our Named Executive Officers through the following resolution.

     “RESOLVED, that the shareholders approve the compensation of executives, as disclosed pursuant to the compensation disclosure rules of the Securities and Exchange Commission (which disclosure shall include the compensation discussion and analysis, the compensation tables, and any related material).”

     The affirmative vote of the holders of a majority of the shares of our common stock voting in person or by proxy on this resolution is required for approval. Abstentions and broker non-votes will be disregarded for purposes of determining the number of votes counted toward this vote. Your vote on this matter is advisory and will therefore not be binding upon the board of directors. However, the compensation and human resources committee will take into account the outcome of the vote when considering future executive compensation arrangements.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE APPROVAL OF THIS RESOLUTION.

EXECUTIVE COMPENSATION

Compensation Discussion And Analysis

Executive Summary and Key Highlights of 2008 Executive Compensation Decisions

     In 2008, the compensation and human resources committee, or Compensation Committee, and the board of directors made the following decisions with regard to executive compensation:

	•		We would not increase base salaries for Named Executive Officers in 2008;
	•		We would pay no short-term cash incentive awards to the Named Executive Officers in 2008 for 2007 performance; and
	•		We would make no long-term incentive awards to the Named Executive Officers in 2008.

These decisions were made due to the continuing adverse economic conditions, the challenges facing the financial services industry, and our unfavorable financial results, and are consistent with our compensation philosophy.

     The 2008 calendar year was an extremely challenging year for us and the financial services industry, as reflected in the negative financial results of our company and many other banks across the country and the extraordinary measures being taken by the federal government to aid companies in our industry. Our executive compensation program is designed to reward financial performance. We provide competitive compensation opportunities but actual compensation paid to our senior executives varies based on our financial performance. Our compensation philosophy and program are described below, along with a discussion and analysis of the compensation we paid to our Named Executive Officers during the year.

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;
	•		Motivate our executive officers to achieve our strategic goals; and
	•		Attract and retain high performing executive officers to increase our profitability.

     Our executive compensation program has four basic elements:

	•		Base salary;
	•		Annual short-term, cash incentive awards;
	•		Long-term, typically 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” as defined under applicable NASDAQ rules. 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 2008. Watson Wyatt Worldwide was retained by and reported directly to the Compensation Committee.

     For 2008, the Compensation Committee reviewed competitive market data for comparable executive positions compiled by its consultant. 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 of comparable banks in a customized peer group on a periodic basis in order to better understand actual market practices and trends. The banks in the peer group are reviewed annually and we make adjustments to the group when necessary due to changes in circumstances during the prior year. The Compensation Committee, with assistance from its consultant, selected the customized peer group for 2008 with the intention of creating a group consisting of comparable banks having similar size, business and/or geographic characteristics. The key considerations for peer group selection were industry and size, specifically financial service companies that are regional commercial banks with assets from $5 billion to $40 billion. The Compensation Committee also considered certain other qualitative factors for peer group inclusion such as mix of business, geography, sources of executive talent, and direct business competitors. During 2008, the banks in the customized peer group were:

	•		Associated Banc-Corp
	•		Colonial BancGroup, Inc.
	•		Comerica, Inc.
	•		Cullen/Frost Bankers, Inc.
	•		First Citizens Bancshares
	•		FirstMerit Corporation
	•		First Midwest Bancorp, Inc.
	•		Fulton Financial Group
	•		Huntington Bancshares
	•		Old National Bancorp
	•		Susquehanna Bancshares, Inc.
	•		TCF Financial Corporation
	•		The South Financial Group
	•		United Bankshares, Inc.
	•		Valley National Bancorp.

     We intend for our total direct compensation (which includes base salary, short-term incentive awards, and long-term incentive awards) for our executive officers to be at or around the 50^th percentile of the market, which includes the national banking and financial services companies whose size has been adjusted to our asset size, as well as our customized peer group. Based on an evaluation by the compensation consultant in early 2008, we believe 2008 total direct compensation for Mr. Hartman was slightly above the 50^th percentile. Total direct compensation for our other Named Executive Officers was slightly below the 50^th percentile. Actual realized compensation will depend on actual performance and has been significantly below those levels in recent years.

     In making compensation decisions, the Compensation Committee considers each element of our compensation program individually and in relation to the total direct compensation of each executive officer. We believe that a significant portion of executive compensation should be in the form of annual incentive awards and long-term incentive awards, or at-risk pay. We believe this pay mix emphasizes both a short-term and a long-term perspective that is directly tied to shareholder value. The at-risk pay portion of compensation recognizes the significance of our executive officers’ efforts 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 short-term cash incentive compensation under our Management Incentive Plan, or MIP, are based on the key measures that drive our quarterly and annual financial performance.

Capital Purchase Program

          As a result of our participation in the CPP, we are now subject to various laws and regulations limiting our ability to compensate our senior executives, including the Named Executive Officers, as long as the preferred shares issued to Treasury under the CPP remain outstanding. These laws and regulations include, among others:

	•		Limits on our ability to deduct compensation in excess of $500,000 paid to Named Executive Officers;
	•		Limits on our ability to pay termination-related or “golden parachute” payments;
	•		Limits on our ability to pay incentive compensation and on the form and terms of incentive compensation;
	•		A requirement to seek the return of incentive compensation paid to certain highly paid employees based on financial statements or performance metrics later determined to have been materially inaccurate; and
	•		A requirement to establish a Company-wide policy on excessive or luxury expenditures.

               In addition, as required in connection with the CPP, all of our incentive plans will be reviewed on an annual basis by our senior risk officer. To approve the certification of the plans, the senior risk officer considers whether any incentive bonus arrangements might promote unnecessary risk taking and threaten the value of the financial institution, specifically including the following:

	•		How the level and structure of compensation compares to the peer group;
	•		If there is an appropriate balance between fixed and variable pay;
	•		If the maximum annual payouts are reasonable; and
	•		If the incentive financial metrics are fair and balanced.

Upon his certification of the plans, the senior risk officer will present his findings to the Compensation Committee to obtain their consensus and approval of the certification. Based on a review of the above factors, the senior risk officer has determined that our incentive compensation plans as of March 9, 2009 do not promote or encourage excessive or unnecessary risk taking and has obtained the consensus and approval of the Compensation Committee.

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 typically use the market data on salaries discussed previously along with the results of annual performance evaluations to determine salary levels. Each year, our chief executive officer reviews the performance of the other executive officers and assigns a performance rating to each executive officer based on the executive officer’s line of business financial performance, unique contributions to us and our need for the executive officer’s expertise. Additionally, executives are evaluated on certain core competencies that are used to evaluate all of our staff members, such as championing change and improvement, delivering high quality client service, listening and communication abilities, and participating as a team player. Our chief executive officer reviews the performance ratings and salary recommendations for the other executive officers with the Compensation Committee. Following a discussion of our chief executive officer’s recommendations and a review of the competitive market data, the Compensation Committee usually either approves the recommendations or adjusts executive salaries as appropriate in its judgment.

     The chief executive officer’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 chief executive officer also conducts a self-assessment of his/her performance. The Compensation Committee then reviews the performance evaluation, the chief executive officer’s self-assessment, and the competitive market data and determines the appropriate salary level for the chief executive officer for the year. The Compensation Committee recommends any salary adjustments to our board of directors, which makes the final determination with regard to the chief executive officer’s salary.

     2008 Base Salary Determinations

     Applying the foregoing process, the Compensation Committee determined that 6% to 7% salary increases for the Named Executive Officers might be appropriate based on individual performance and to maintain competitive compensation levels. However, in April 2008, the Compensation Committee and the board, consistent with the recommendation of Mr. Hartman, determined that salary increases in 2008 would not be appropriate due to continuing adverse economic conditions, the challenges facing the financial services industry, and our unfavorable financial results during the year. The salaries paid in 2006, 2007, and 2008 to the Named Executive Officers are reflected in the “Executive Compensation — Summary Compensation Table.”

Management Incentive Plan

     We make annual short-term cash incentive awards to our executives under our 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 and customized peer group 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 2008, Mr. Hartman’s participation rate was 75% of base salary, and for the other Named Executive Officers it ranged between 40% and 60%. The target bonus amounts for our Named Executive Officers for 2008 were at or slightly below the 50^th percentile in comparison to market.

     While target bonus amounts for our executive officers in 2007 were nominally weighted 70% for corporate performance and 30% for individual performance, the Compensation Committee in early 2008, determined to weight the target bonus amounts entirely on corporate performance for 2008. The weighting in 2007 was designed to focus management’s attention on achieving certain financial goals designed to drive shareholder value, and to also provide a reward for individual performance. The Compensation Committee’s decision to base any MIP award for 2008 totally on corporate performance measures was made to more closely align our executive officers’ bonus opportunity with our potential financial success so that executive officers would benefit only to the extent warranted by corporate 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 2008, our board of directors set the following strategic goals designed to enhance shareholder value:

	•		Generate profitable revenue growth;
	•		Increase deposits;
	•		Use capital efficiently;
	•		Improve credit quality; and
	•		Prudently manage costs.

     Based on these strategic goals and on the recommendations of its compensation consultant and management, the Compensation Committee increased the number of MIP performance measures we used from four in 2007 to five in 2008 to directly align with these strategic goals.

Board Strategic Goal				MIP Performance Measure
•		Generate profitable revenue growth		•		Revenue goal
				•		Net income goal
•		Increase deposits		•		Total deposits goal
•		Use capital efficiently		•		Net income goal
				•		Revenue goal
				•		Expense management goal
•		Improve credit quality		•		Non-performing assets reduction goal
•		Prudently manage costs		•		Expense management goal

     Aligning the MIP goals in this way was intended to create a direct financial incentive for our executives to strive to achieve the board’s strategic goals for 2008 and drive shareholder value. The Compensation Committee, based on the recommendations of its compensation consultant 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 financial performance and shareholder value. The financial measures and weights for 2008 were the same for all Named Executive Officers and are shown in the table under “2008 Corporate Results.”

     2008 Corporate Results

     At the threshold level for each financial measure, we would have paid out 50% of the associated target bonus amount. If the threshold for a particular financial measure was not met, then we would not have paid out the associated portion of the target bonus. If we had achieved the maximum amount for a particular financial measure, then we would have paid out 150% of the target bonus amount associated with that financial measure. The table below shows the financial measures used in 2008 to assess our corporate performance and actual performance (dollars in millions).

Financial Measures		Weight				Threshold				Goal				Maximum				Performance
Total Revenue			30	%		$	418.0			$	491.8			$	504.1			$	450.7
Net Income*			25	%		$	99.2			$	116.7			$	118.2			$	-393.1
Total Deposits			20	%		$	7,888.8			$	8,091.1			$	10,113.8			$	7,906.0
Non Performing Assets			15	%		$	330.7			$	300.6			$	270.5			$	439.2
Expense Management			10	%		$	318.9			$	312.6			$	304.8			$	490.7

     2008 MIP Award Determinations

     According to the terms of the MIP, our 2008 awards would have resulted in an average MIP award equal to 28% of the target bonus award. However, in 2008, Mr. Hartman voluntarily forfeited his MIP award in light of the continuing adverse economic conditions, the challenges facing the financial services industry, and our unfavorable financial results. For the same reasons and consistent with Mr. Hartman’s recommendation, the Compensation Committee determined that despite having achieved the payout threshold for two of the MIP corporate performance factors, the other Named Executive Officers would not receive a MIP award in 2008. Moreover, for the same reasons, consistent with the unanimous recommendation of Mr. Hartman and the Compensation Committee, the board has determined that the Named Executive Officers will not participate in the MIP for 2009. Subsequently, federal legislation was passed that will prohibit us from paying cash bonuses and other cash incentive compensation to the Named Executive Officers and certain of our other most highly compensated employees as long as the preferred shares issued to Treasury under the CPP remain outstanding.

Long-Term Equity-Based Compensation

     We believe long-term 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 have previously made annual equity-based grants early in the calendar year to some or all of our executive officers under our Stock Compensation Plan.

     2008 Long-Term Equity Award Determinations

     However, due to the continuing adverse economic conditions, the challenges facing the financial services industry, and our unfavorable financial results during the year, in April 2008, the Compensation Committee determined not to make long-term incentive awards to our Named Executive Officers in 2008.

     2009 Long-Term Incentive Award

     In January 2009, the Compensation Committee and the board approved long-term incentive awards for certain executive officers, including Mr. Christy and Ms. Nash, who are Named Executive Officers. Ms. Nash’s award was consistent with her employment letter agreement with us, discussed below. The Compensation Committee believes these awards will encourage executive officers to have a long-term focus with regard to our financial success, motivate and engage our executive officers to achieve financial success during these challenging times, and better align our executive officers’ long-term financial interests with those of our shareholders.

     The long-term incentive awards consist of a long-term equity component and a cash component. The long-term equity component is performance based and in the form of restricted shares. Generally, the restrictions as to 50% of the shares granted will lapse on January 29, 2011 if both of the following performance measures are met: (i) we are profitable in 2010 (based on net income); and (ii) our 2010 pre-tax/pre-provision income improves over 2009 results. On January 29, 2012 the restrictions on the remaining 50% of the granted shares (or in the event that either of the aforementioned performance measures are not achieved in 2010 the restrictions on the full 100% of the shares granted) will lapse if: (i) we are profitable in 2011 (based on net income); and (ii) 2011 pre-tax/pre-provision income improves over 2010 results. If both of the aforementioned performance measures are not met for 2011, then any shares remaining unvested will be canceled. Pre-tax/pre-provision income represents net income (loss) excluding income tax provision (benefit), the provision for loan losses, and impairment charges (such as goodwill, credit writedowns and fair-value adjustments). The cash component of the grant will vest and be paid in three annual installments each January 29^th if the recipient remains employed with us.

     If the executive officer retires, resigns, or is terminated for cause, then any unvested restricted shares and unearned cash will be forfeited. If the executive officer’s position is eliminated, then the executive officer will receive a pro-rata portion of any vested restricted shares (if the performance targets have been met) and the cash portion of the award will be forfeited. However, if the executive officer terminates employment due to death or disability, or if we terminate the officer’s employment without cause, then the executive officer will receive a pro-rata portion of any vested restricted shares (if the performance targets have been met) and earned cash. In the event of a change in control, the provisions of our Amended and Restated Change in Control Agreements would apply and the incentive awards would be fully vested, subject to limitations imposed by law applicable at the time.

     As long as the preferred shares issued to Treasury under the CPP remain outstanding, we are restricted from paying any equity based compensation to our Named Executive Officers and certain of our other most highly compensated employees except for restricted stock that has a value of not more than one-third of the recipient’s total annual compensation and that will not vest while the preferred shares remain outstanding.

     In December 2008, the board reduced the number of shares reserved for issuance under the Stock Plan by one million shares in order to provide sufficient authorized shares to establish a share reserve for the warrant issued to Treasury under the CPP.

Employment Agreements

     Hartman Agreements

     We have an employment agreement with Mr. Hartman, our current chairman and former president and chief executive officer, which we initially entered into in 2002 in connection with his hiring. The material terms of the agreement were negotiated at arm’s length with Mr. Hartman and were deemed to be appropriate incentives to attract Mr. Hartman to join us. Modest enhancements to the agreement were made in 2003 to reflect the additional responsibilities he assumed as chairman of the board. In 2006, in connection with the Republic merger, we further amended the agreement to reflect the changes to his role as a result of the merger.

     Mr. Hartman retired as of January 31, 2009 as president and chief executive officer, but will remain as non-executive chairman of our board of directors until the 2009 annual meeting of shareholders, to assist with transitional matters. In connection with Mr. Hartman’s retirement, on January 22, 2009, we entered into an agreement with Mr. Hartman that provides for Mr. Hartman’s compensation as non-executive chairman during the transition period (in lieu of the standard non-employee director compensation) and terminates portions of Mr. Hartman’s employment agreement relating to his employment with us, while leaving in place the nonsolicitation, noncompete, confidentiality and certain other miscellaneous provisions. The amounts payable and other benefits provided under the agreement were negotiated between the Compensation Committee and Mr. Hartman and were determined based on his current base salary, an estimate of the amount of time he would be required to devote to his duties as non-executive chairman, and the cost of certain benefits and perquisites he would retain during the transition period. This agreement and Mr. Hartman’s employment agreement are described in more detail under “Executive Compensation — Other Potential Post-Employment Payments — Hartman Employment Agreement and Retirement Agreement.” Mr. Hartman is otherwise receiving no compensation in connection with his departure other than retirement benefits, including pursuant to his Supplemental Retirement Benefits Plan or SERP, which was part of his compensation package when he was hired in 2002. Mr. Hartman’s SERP and other retirement benefits are described in more detail under “Executive Compensation — Discussion and Analysis - Retirement Benefits.”

     Nash Letter Agreement

     In connection with Ms. Nash’s appointment as our president and chief executive officer effective February 1, 2009, we entered into a letter agreement with Ms. Nash on January 22, 2009. The Compensation Committee proposed the initial terms based on competitive market and peer group data and taking into account Ms. Nash’s relevant experience. The Compensation Committee negotiated the final terms of the letter agreement with Ms. Nash, which are designed to be competitive and motivate Ms. Nash to focus on our long-term growth and profitability. This agreement is described in more detail under “Executive Compensation — Nash Letter Agreement.”

Retirement Benefits

     Pension Benefits

     We maintain the Citizens Republic Bancorp Amended and Restated Cash Balance Pension Plan for Employees, or the Qualified Plan, which provides funded, tax-qualified retirement 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.

     In 2007 and 2008 we paid an annual non-elective 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. This non-elective contribution served as a vehicle to supplement retirement savings in the absence of an active pension plan. Beginning in 2009, however, the non-elective contribution will be between 0 and 2.5% and will be determined annually by the Compensation Committee and the board based in part on our corporate performance during the prior year.

     Benefits payable under the Qualified Plan are paid in the form of a lump sum or an equivalent annuity immediately following retirement 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 2008. As of the end of 2008, Mr. Hartman, Mr. Christy, Mr. Sampson, and Mr. Schwab have earned a vested interest in the Qualified Plan (completed at least 5 years of credited service). Ms. Nash will become vested in her benefit accrued through December 31, 2006 when she has completed the requisite years of service in July 2011. The present value of accumulated benefits under the Qualified Plan for each Named Executive Officer is disclosed in the “Executive Compensation — Pension Benefits” table and the change in those benefits during 2008 is disclosed in the “Executive Compensation — Summary Compensation Table.”

     Supplemental Executive Retirement Plan

     We also have a Supplemental Retirement Benefits Plan, or SERP, which provides unfunded, non-qualified retirement benefits for Mr. Hartman that are partially offset by benefits under the Qualified Plan and Social Security. We agreed to pay 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 had retired after he reached age 62-1/2, the SERP would have entitled Mr. Hartman to a lifetime 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.

     Because Mr. Hartman retired before age 62-1/2, however, the benefit will commence no earlier than his 61^st birthday (and later if required by law), and the benefit described above will 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 2008 is disclosed in the “Executive Compensation — Summary Compensation Table.” As most of Mr. Hartman’s SERP benefit has already been accrued as an expense in our financial statements in prior periods, we do not expect the payment of Mr. Hartman’s SERP payment to have a material adverse effect on our results of operations in the period in which it is actually paid to him.

Other Executive Perquisites and Benefits

     All of our Named Executive Officers participated in our 401(k) plan in 2008 and received matching funds on the same basis as other participants. We match up to 4% of eligible compensation per year which for 2008 was $230,000. Matching funds paid on behalf of the Named Executive Officers are disclosed in the Summary Compensation Table.

     We reimbursed each of the Named Executive Officers for initiation fees and annual dues, as applicable, for membership in country clubs in 2008. 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 Named Executive Officers are disclosed in the Summary Compensation Table.

     The Compensation Committee is reviewing the perquisites and benefits paid or made available to our employees in light of the legal requirement recently imposed on participants in the CPP and expects to implement a Company-wide policy in 2009 with respect to perquisites and benefits to the extent required by the new legal requirement.

Employment Termination Severance Benefits

     We provide our Named Executive Officers with severance benefits upon termination of employment in connection with a change in control of the Corporation and in certain other circumstances as deemed appropriate by the Compensation Committee. Each of our Named Executive Officers is entitled to benefits upon termination in connection with a change in control pursuant to our Amended and Restated Change in Control Agreement. In addition, we may negotiate severance benefits with other individual executives upon termination in other circumstances when the Compensation Committee deems appropriate. These benefits and arrangements are described in detail under “Executive Compensation - Other Potential Post-Employment Payments.”

     Due to our participation in the CPP, we are not permitted to pay amounts to our Named Executive Officers and our next five highest paid employees pursuant to these contracts as long as the preferred shares issued to Treasury under the CPP remain outstanding. It is not yet clear how the new law will be applied to pre-existing contractual obligations, as the relevant Treasury regulations interpreting the law have not yet been published. It appears unlikely, however, that we will be able to enter into new severance arrangements with our senior executives who terminate employment as long as the preferred shares issued to Treasury under CPP remain outstanding.

     On September 24, 2008, Mr. Sampson, agreed that he would leave his position as executive vice president and regional chairman of the Corporation — Michigan and begin working a reduced schedule, focusing on line level commercial banker support and assisting our bankers in managing client relationships in all of our regions. As part of this reassignment and in connection with Mr. Sampson’s transition toward retirement, Mr. Sampson entered into an agreement with us on November 4, 2008 to become effective upon his change in status on January 1, 2009. The agreement with Mr. Sampson allowed us to recognize a reduction in salary expense, while at the same time retaining Mr. Sampson’s specialized skills in areas where they are needed to drive our financial performance. The agreement is described in detail under “Executive Compensation — Other Potential Post-Employment Payments — Sampson Agreement.”

     Mr. Roy A. Eon retired as our strategic change officer on October 31, 2008. In connection with Mr. Eon's retirement, the Compensation Committee, upon Mr. Hartman’s recommendation, determined that Mr. Eon had fulfilled his responsibilities with regard to the integration of Republic Bank with our operations after our merger. As a result, in lieu of any other severance arrangement, the Compensation Committee determined to approve the vesting of Mr. Eon’s unvested restricted shares as of his retirement date and to approve the payment of the $200,000 retention bonus granted to him in connection with the Republic merger that would otherwise become due if he remained employed through December 31, 2008.

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. In addition to the restrictions under Section 162(m), we have agreed, as a condition to our participation in the CPP that we would not claim a federal tax deduction for compensation paid to any Named Executive Officer in excess of $500,000.

     Our compensation program will result in payments from time to time that are subject to these restrictions on deductibility, but we do not believe the effect of these restrictions 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, and we reserve the authority to approve non-deductible compensation in appropriate circumstances.

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. In April 2008, upon the recommendation of the corporate governance and nominating committee and the Compensation Committee, as part of their periodic review of our stock ownership guidelines, the board revised our stock ownership guidelines in order to better align our Named Executive Officers’ interests with those of our shareholders and motivate our executives to make sound long-term business decisions. The corporate governance and nominating committee and the Compensation Committee, based on information from the compensation consultant, determined that the previous stock ownership guidelines for executive officers were below those of the customized peer group and general market, and the new stock ownership guidelines bring our stock ownership guidelines more in line with the guidelines of our peers. Under the new guidelines, the chief executive officer is required to hold 100,000 shares of our stock, and is provided a period of three years to attain such ownership level. The other Named Executive Officers whose base salaries are $250,000 or more are required to hold at least 30,000 shares of our common stock, and those Named Executive Officers whose base salaries are less than $250,000 are required to hold at least 10,000 shares or our common stock. The Named Executive Officers have five years from their date of appointment to attain such ownership. Shares owned through our 401(k) plan, by the officer’s spouse or other family members, by controlled trusts, and unvested shares of restricted stock, in addition to shares owned outright are included in the officer’s ownership for purposes of this guideline. The Compensation Committee is responsible for monitoring compliance with these guidelines and receives periodic updates from management with regard to progress towards complying with the guidelines. All of the Named Executive Officers who continue to serve as executive officers are in full compliance with the stock ownership guidelines, as shown in the table below as of March 31, 2009.

		Shares				401(k)				Restricted				Other								Ownership
		Owned				Shares				Shares				Ownership				Total				Guideline
Charles D. Christy			28,158				5,895				91,183				3,300				128,536				30,000
Cathleen H. Nash			14,174				-0-				118,457				-0-				132,631				100,000
Clinton A. Sampson			7,561				4,381				9,541				-0-				21,483				10,000

Executive Compensation Clawback Policy

     Our general pay-for-performance philosophy 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 Executive Compensation Clawback 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, forfeit any vested options or restricted stock, or cancel any related unvested restricted or deferred equity awards granted on the basis of having met or exceeded performance goals if, according to the restated financial statements, such goals were not in fact met or exceeded. 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 this policy, we may dismiss or pursue other legal remedies against the executive officer.

     In addition, to comply with the Treasury’s requirements with respect to the CPP, we are required to make cash or equity incentive compensation paid to Named Executive Officers and certain other highly compensated employees subject to recovery or “clawback” if the payments are based on materially inaccurate financial statements or other performance metric criteria. Section 304 of the Sarbanes-Oxley Act of 2002 also contains a requirement that the chief executive officer and the chief financial officer forfeit any bonus, incentive based compensation or equity-based compensation received and any profits from sales of our securities during the twelve month period following an accounting restatement due to our material non-compliance, as a result of misconduct, with any financial reporting requirement under the securities laws.

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 determines and implements compensation and benefit systems for our executive officers and other employees.

     The Compensation Committee certifies that it has reviewed with the senior risk officer the Named Executive Officer compensation arrangements and has made reasonable efforts to ensure that such arrangements do not encourage the Named Executive Officers to take unnecessary and excessive risks that threaten the value of the financial institution.

     The Compensation Committee has reviewed and discussed with management the “Compensation Discussion and Analysis” section of this proxy statement, or CD&A, for the year ended December 31, 2008. Based on such review and discussion, the Compensation Committee recommended to the board of directors that the CD&A be included in this proxy statement and incorporated by reference in our Annual Report on Form 10-K for the year ended December 31, 2008.

By the Compensation Committee of the Board of Directors:

Benjamin W. Laird, Chairman
Lizabeth A. Ardisana
Robert S. Cubbin
Dennis J. Ibold
Stephen J. Lazaroff

Summary Compensation Table

     The following table provides compensation information for the years ended December 31, 2008, 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, 2008 and one former executive officer whose employment terminated during 2008. 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
						Salary								Awards				Incentive Plan				Earnings				Compensation
Name and Principal						($)				Bonus				($)				Compensation				($)				($)				Total
Position		Year				(1)				($)				(2)				($)				(3)				(4)				($)
William R. Hartman			2008				810,000				-0-				688,688				-0-	(6)			381,457				21,154				1,901,299
Chairman, President and			2007				767,678				-0-				573,134				-0-	(6)			880,955				89,665				2,311,472
Chief Executive Officer(5)			2006				721,507				-0-				538,195				299,175				1,438,449				43,036				3,040,362
Charles D. Christy			2008				363,462				-0-				148,411				-0-				1,696				21,685				535,254
Executive Vice President			2007				341,078				-0-				121,743				116,247				1,681				20,945				601,694
& Chief Financial Officer			2006				314,541				-0-				115,863				130,474				10,021				47,893				618,792
Cathleen H. Nash			2008				459,000				-0-				164,261				-0-				384				20,956				644,601
Executive Vice			2007				436,769				-0-				137,594				146,192				380				23,270				744,205
President, Regional Banking(7)			2006				216,692				455,000	(8)			42,129				-0-	(9)			8,108				138,536				860,465
John D. Schwab			2008				306,346				150,000	(11)			136,122				-0-				1,696				21,165				615,329
Executive VicePresident			2007				282,130				-0-				111,678				84,209				1,681				19,920				499,618
& Chief Credit Officer(10)			2006				250,105				-0-				103,911				102,907				10,021				30,891				497,835
Clinton A. Sampson			2008				280,385				150,000	(11)			126,496				-0-				1,259				290,105				848,245
Executive Vice President			2007				263,230				-0-				103,718				71,179				1,248				20,960				460,335
& Regional Chairman(12)			2006				244,922				-0-				89,511				91,230				9,604				25,363				460,630
Roy A. Eon			2008				200,792				200,000	(11)			201,265				-0-				1,691				19,920				623,667
Former Executive Vice
President & Strategic
Change Officer(13)

		401(k) Plan				Country												Total “All
		Matching				Club Dues				Retirement				Lump Sum				Other
Named		Contribution				and Fees				Contribution				Payments				Compensation”
Executive Officers		($)				($)				($)				($)				($)
William R. Hartman			9,200				6,329				5,625				-0-				21,154
Charles D. Christy			9,200				6,860				5,625				-0-				21,685
Cathleen H. Nash			9,200				6,131				5,625				-0-				20,956
John D. Schwab			9,200				6,340				5,625				-0-				21,165
Clinton A. Sampson			9,200				5,280				5,625				270,000				290,105
Roy A. Eon			9,200				5,700				5,020				-0-				19,920

 

Grants of Plan-Based Awards

     There were no options or restricted shares granted in 2008 to any of our Named Executive Officers. The following table shows the estimated future payout under the grants made in early 2008 under our Management Incentive Plan for 2008 performance. As explained in “Executive Compensation — Compensation Discussion and Analysis,” the compensation and human resources committee and the board subsequently determined not to make any payments under the Management Incentive Plan for 2008 performance so that none of the amounts shown in the table will be paid. The performance conditions are described in detail in “Executive Compensation — Compensation Discussion and Analysis — Management Incentive Plan.”

		Estimated Future Payouts Under
		Non-Equity Incentive Plan Awards
		Threshold				Target				Maximum
Name		($)				($)				($)
William R. Hartman			292,500				585,000				877,500
Charles D. Christy			96,250				192,500				288,750
Cathleen H. Nash			132,600				265,200				397,800
John D. Schwab			73,750				147,500				221,250
Clinton A. Sampson			67,500				135,000				202,500
Roy A. Eon			46,200				92,400				138,600

Outstanding Equity Awards at Year-End

     The following table shows all outstanding equity awards held by our Named Executive Officers as of December 31, 2008.

		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																			50,353				150,052
			43,935				-0-				29.02				1/31/2014
			77,500				-0-				29.06				1/31/2014
			225,000				-0-				26.01				5/29/2013
			225,000				-0-				31.99				2/25/2012
Charles D. Christy																			11,183				33,325
			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																			18,457				55,002
			-0-				-0-				-0-				-0-
John D. Schwab																			10,254				30,557
			8,811				-0-				29.02				1/22/2014
			14,400				-0-				29.06				1/22/2014
			22,000				-0-				26.01				5/29/2013
			65,000				-0-				25.11				11/12/2012
Clinton A. Sampson																			9,541				28,432
			7,342				-0-				29.02				5/31/2015
			14,400				-0-				29.06				5/12/2014
			50,000				-0-				30.23				11/17/2013
Roy A. Eon																			-0-				-0-
			50,000				-0-				27.42				7/29/2012
			14,000				-0-				26.01				5/29/2013
			10,800				-0-				29.06				10/31/2013
			5,874				-0-				29.02				10/31/2013