SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

WIDAWSKI MARK W

(Last)

(First)

(Middle)

328 S. SAGINAW

(Street)

FLINT

48502

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/02/2009

3. Issuer Name and Ticker or Trading Symbol
CITIZENS REPUBLIC BANCORP, INC. [ CRBC ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Executive Vice President

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	2,070	I	Jt. w/ Spouse
Restricted Stock	411⁽¹⁾	D
Restricted Stock	3,150⁽²⁾	D
Restricted Stock	3,150⁽³⁾	D
Restricted Stock	3,150⁽⁴⁾	D
Restricted Stock	3,150⁽⁵⁾	D
Restricted Stock	3,150⁽⁶⁾	D
Restricted Stock	5,250⁽⁷⁾	D
Restricted Stock	24,167⁽⁸⁾	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock Option (Right to Buy)	06/01/2005	06/01/2015	Common Stock	2,000	$29.34	D

Explanation of Responses:

1. The restrictions as the transferability of these shares will lapse on June 28, 2009, assuming the recipients continued employment with Citizens Republic Bancorp, Inc.

2. In general, the transfer restrictions on these shares will lapse 100% on July 31, 2010 assuming the recipient's continued employment with Citizens Republic Bancorp, Inc.

3. In general, the transfer restrictions on these shares will lapse 100% on October 31, 2010 assuming the recipient's continued employment with Citizens Republic Bancorp, Inc.

4. In general, the transfer restrictions on these shares will lapse 100% on December 31, 2010 assuming the recipient's continued employment with Citizens Republic Bancorp, Inc.

5. In general, the transfer restrictions on these shares will lapse 100% on March 31, 2011 assuming the recipient's continued employment with Citizens Republic Bancorp, Inc.

6. In general, the transfer restrictions on these shares will lapse 100% on May 31, 2011 assuming the recipient's continued employment with Citizens Republic Bancorp, Inc.

7. In general, the transfer restrictions on these shares will lapse 100% on July 31, 2011 assuming the recipient's continued employment with Citizens Republic Bancorp, Inc.

8. Generally, the restrictions as to 50% of these shares will lapse on January 29, 2011 if both of the following performance measures are met: i) the Corporation is profitable in 2010 (based on net income); and ii) the Corporation's 2010 pre-tax/pre-provision income is improved over 2009. On January 29, 2012, the restrictions on the remaining 50% of these shares, or in the event that either of the aforementioned performance measures are not achieved in 2010, the restrictions on the full 100% of these shares will lapse if: i) the Corporation is profitable in 2011 (based on net income); and ii) 2011 pre-tax/pre-provision income is improved over 2010. If both of the aforementioned performance measures are not met for 2011, then 100% of these shares will be canceled.

	By: /s/ Mark W. Widawski	02/11/2009
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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