CITIZENS BANKING CORP.
                        THIRD QUARTER EARNINGS CONFERENCE
                             LEADER, WILLIAM HARTMAN
                                   ID# 2984001
                                    10/17/03









                     DATE OF TRANSCRIPTION: OCTOBER 20, 2003




CITIZENS BANKING CORP.
ID# 2984001                                                               PAGE 2


Theresa:                            Good afternoon. My name is Theresa, and I
                                    will be your conference facilitator. At this
                                    time, I would like to welcome everyone to
                                    the Citizens Bank Corporation 3rd quarter
                                    earnings conference call. All lines have
                                    been placed on mute to prevent any
                                    background noise. After the speakers'
                                    remarks, there will be a question and answer
                                    period. If you are an analyst, and would
                                    like to ask a question during this time,
                                    simply press * then the number 1 on your
                                    telephone keypad. If you would like to
                                    withdraw your question, press * then the
                                    number 2 on your telephone keypad.

                                    Thank you. I will now turn the call over to
                                    Mr. Brian Matthews, vice-president of
                                    investor relations.

Brian:                              Good afternoon, everyone, and thank you for
                                    joining us today. With me today is Mr.
                                    William Hartman, chairman, president and
                                    CEO, Mr. Charles Christy, chief financial
                                    officer, Mr. John Schwab, chief credit
                                    officer, Mr. Dan Beckmeyer, [PHONETIC] chief
                                    accounting officer, and Martin Gronce
                                    [PHONETIC] treasurer.

                                    Before I begin, I would like to point out
                                    that the presentation today contains
                                    forward-looking statements that are subject
                                    to risks and uncertainties that could cause
                                    the company's actual future results to
                                    materially differ from those discussed.
                                    These risks and uncertainties include, but
                                    are not limited to, those which are
                                    discussed in the company's 3rd quarter press
                                    release dated October 16, 2003, and in the
                                    company's filings with the Securities and
                                    Exchange Commission.

                                    Other factors not currently anticipated by
                                    management may also materially and adversely
                                    affect Citizen's results of operations.
                                    Citizens does not undertake, and expressly
                                    disclaims, any obligation to update its
                                    forward-looking statement except as required
                                    by law.

                                    I would now like to turn the presentation
                                    over to Bill Hartman.

Bill:                               Good afternoon, everyone, and thanks for
                                    joining us. I'd like to spend a few minutes
                                    today talking a little bit about some of the
                                    positives of the quarter, and a little bit
                                    about some of the challenges we're facing.
                                    First of all, it was the most
                                    straightforward quarter we have had in the
                                    last 5 quarters. We're pleased with that.
                                    We're also pleased that our credit quality
                                    is continuing to track toward improvement.
                                    We're at the lowest level of non-performing
                                    assets we've had in the last 5




CITIZENS BANKING CORP.
ID# 2984001                                                               PAGE 3

                                    quarters, and for the 3rd quarter we also
                                    took the lowest provision expense we have
                                    taken in the last 5 quarters, all of which
                                    is positive.

                                    We had projected last quarter that both
                                    charge-offs and provisions expense would be
                                    below 12 million for the quarter, and that
                                    came true, as we had predicted. And we're
                                    now, as we look forward to the 4th quarter,
                                    would be comfortable projecting that both
                                    charge-offs and provision expense will be
                                    below $11 million for the 4th quarter.

                                    We do look for continued improvement in the
                                    credit quality in 2004, and would at this
                                    point target that our provision expense for
                                    2004 would be around 60 basis points for the
                                    year. We want to keep you posted on the
                                    improvements in our credit quality each
                                    quarter as we go along.

                                    Now you learned from the release that we did
                                    put a new buyback program in place, and with
                                    less than 500,000 shares remaining under our
                                    existing program, the board and I felt it
                                    would be appropriate to put a new program in
                                    place. We view ongoing capital management as
                                    an important part of our strategy to improve
                                    shareholder value along with improving our
                                    credit quality, focusing on our non-interest
                                    expense and growing revenues.

                                    We're really pleased that, based on the
                                    hires we've made this quarter, our senior
                                    executive management team is now complete.
                                    We're particularly happy with the very high
                                    quality of leaders that we have been able to
                                    attract to our company. They believe in our
                                    vision, and are working very hard to help us
                                    achieve it.

                                    A couple of the challenges -- and obviously,
                                    I think the biggest challenge that we're
                                    facing is our net interest margin, unlike
                                    some of our other competitors and peers who
                                    are also challenged with commercial loan
                                    growth, we have been challenged a little bit
                                    more with commercial loan run-off.

                                    Just to talk about the margin for a minute,
                                    again, the whole industry is suffering with
                                    the compression thing, and we really are not
                                    doing any worse than the rest of the
                                    industry. But in addition to that
                                    compression, the commercial loan run-off
                                    challenge has been a bit harder for us. And
                                    I think one of the things that I've talked
                                    about in



CITIZENS BANKING CORP.
ID# 2984001                                                               PAGE 4


                                    the past and want to reinforce to everyone
                                    today is that, in the early stages of a
                                    credit turnaround, it's very difficult, in
                                    fact you simply can't generate enough new
                                    quality loans to more than offset the
                                    extrication of the lower-quality loans which
                                    would result in loan growth.

                                    So basically, we've been having this
                                    run-off, and it's been hurting our earnings
                                    in the short run. Some of this runoff has
                                    not just been the result of the planned
                                    extrication of lower-quality credit. Some of
                                    it has been caused by planned reductions in
                                    what we would view excessive concentration
                                    of individual borrowers.

                                    The other challenge is, of course, the
                                    sluggish economy. Very, very hard to grow
                                    loans in this kind of an economy. So again,
                                    as we look forward to the 4th quarter, we
                                    expect commercial loans to continue to trend
                                    down through December, then we would expect
                                    them to flatten out in the 1st quarter of
                                    next year, and we would hope for some modest
                                    growth beyond that.

                                    Obviously, when we look at our peers,
                                    particularly here in the midwest, we are
                                    seeing non-turnaround banks with flat
                                    commercial loan levels. So therefore, we're
                                    not surprised that, given our efforts to
                                    improve the credit quality, we're seeing
                                    some rundown. And frankly, we're very
                                    committed to the discipline that we have put
                                    into our credit quality process. But we are,
                                    of course, going to be putting in place the
                                    kind of sales culture that will enable us to
                                    do a better job of finding good, quality
                                    opportunities in the future.

                                    On the non-interest income side, like many
                                    banks, we've had a great run at the mortgage
                                    business, but we do expect this category to
                                    be down in the 4th quarter as we think that
                                    most people who were going to refinance have
                                    probably done it at least once, and that the
                                    refi activity will be dropping
                                    precipitously.

                                    We would expect that originations would
                                    likely fall as much as 50% in the 4th
                                    quarter, and that the total earnings impact
                                    of a reduced mortgage business in the 4th
                                    quarter could mean as much as $3 million
                                    less in pre-tax income for the quarter.

                                    On the non-interest expense side, we look to
                                    -- we have been



CITIZENS BANKING CORP.
ID# 2984001                                                               PAGE 5


                                    investing, first of all, you see that the
                                    4th quarter is higher than the 3rd quarter,
                                    and we have been investing in people and
                                    products that are going to enable us to
                                    create long-term shareholder value. When we
                                    look ahead to the 4th quarter, we'd expect
                                    the 4th quarter to be similar to the 3rd
                                    quarter levels, and that the 4th quarter --
                                    excuse me, the 3rd and 4th quarter, then,
                                    will be more of what we would call a run
                                    rate level of non-interest expense.

                                    So, at this point, I'm going to turn it over
                                    to John. He's going to go into a little bit
                                    more detail on credit quality. And then,
                                    Charlie is going to take some time to review
                                    the financial highlights, and then we'll
                                    open it up for questions.

John:                               In summary, from a credit quality
                                    perspective, the 3rd quarter in comparison
                                    with where we had been in several of our
                                    previous quarters, was essentially not very
                                    exciting. Our delinquencies in the
                                    commercial loan portfolio are down over the
                                    last year-end, and also over what they were
                                    in the 2nd quarter.

                                    The number of credits we have on the
                                    commercial watch list is also down. You will
                                    recall that, in the 2nd quarter of this
                                    year, we exercised a major effort to look at
                                    credits that were not on the OAEM or
                                    substandard radar screen. We did also apply
                                    a more conservative look at our risk rating
                                    definitions, and pushed during the 2nd
                                    quarter over $110 million onto our watch
                                    list. In the 3rd quarter, we have reduced
                                    that by approximately $15 million.

                                    Non-performing loans for the period ended
                                    September 30 are also down slightly, and we
                                    can expect this trend to be able to continue
                                    into the 4th quarter as we continue to work
                                    to identify assets. Total non-performing
                                    loans are down to $91 million, representing
                                    1.17% of our outstandings.

                                    Charge-offs for this quarter were also down
                                    to 10.3 net, the combination of lower
                                    charge-offs required gross as well as some
                                    recoveries beginning to occur on the credits
                                    we had charged earlier. Charge-offs for the
                                    year to date on an annualized basis are now
                                    under 1% at 97 basis points, and we hope to
                                    see that improve in the quarters going
                                    forward.





CITIZENS BANKING CORP.
ID# 2984001                                                               PAGE 6


                                    The loan loss reserve as a percentage of our
                                    total loans outstanding at the end of the
                                    3rd quarter has crept up to 2.41%, as we
                                    continue to believe that we will continue to
                                    feed this reserve as positioning us for
                                    further conservative growth.

                                    The loan loss reserve relative to our
                                    non-performing loans is now 151%, up from
                                    126% at year end and 143% after 3rd quarter.

                                    A brief update, for those who have been
                                    following our field audit work, that work is
                                    essentially now complete. We did defer a
                                    handful of the examinations to dates that
                                    will be completed by the end of October to
                                    comply with customer requests in terms of
                                    other audit activity that was going on.

                                    Of the audits that we have completed, 42 of
                                    them were deemed to be unsatisfactory upon
                                    review. 34 of the 42 were correctable by the
                                    company as they change their internal
                                    reporting and timeliness, so we have 8
                                    credits remaining that were deemed to be
                                    unsatisfactory. And those have been deemed
                                    to the exit strategies from the bank, and we
                                    are in the process of doing that.

                                    As a result of these field audits, we have
                                    found it necessary not to take any
                                    additional reserves or charge-offs. So this
                                    review of the assets confirmed what we were
                                    hoping to confirm, that there are no other
                                    surprises out there.

                                    In addition, there has been some previous
                                    discussion about our small business
                                    portfolio, those that have been approved on
                                    our automated credit scoring approval
                                    process. We are at this quarter beginning to
                                    implement an examination of that by checking
                                    the scorecards on at least a semi-annual
                                    basis to validate any changes and
                                    delinquency predictability in that
                                    portfolio.

                                    So all in all, not a terribly exciting
                                    quarter for us. And from the credit guys'
                                    perspective, that's a good thing. Charlie?

Charlie:                            Okay, John. Thanks. Financial highlights for
                                    the quarter, our net income was 19.6 million
                                    versus 13.2 million in the 2nd quarter. Our
                                    earnings per share was at $.45 versus $.30
                                    for the 2nd quarter. Our return on assets
                                    for the quarter were at 1.01%, return on
                                    equity was at




CITIZENS BANKING CORP.
ID# 2984001                                                               PAGE 7

                                    12.7%, our efficiency ratio was up from 56%
                                    to 59.9.

                                    When comparing the results of this quarter
                                    to last year's quarter, the comparison is
                                    very hard due to the large number of charges
                                    taken in the 3rd quarter of 2002. If you
                                    remember, we had a large number of
                                    charge-offs in that quarter, high provision,
                                    and also a large amount of restructuring
                                    charges.

                                    Key drivers for this quarter; net interest
                                    margin and net interest income, our margin
                                    percentage moved from 4.17% to 4.03%. Our
                                    net interest income was down by 1.8 million
                                    from the 2nd quarter of 2003. This was due
                                    to high levels of mortgage back and CMO
                                    prepayments and, to a lesser extent, 6
                                    straight commercial loan prepayments. This
                                    also caused an acceleration in our purchase
                                    premium amortization on mortgage-related
                                    securities.

                                    Looking forward to the 4th quarter, we
                                    expect to see our net interest income to
                                    drop somewhat from 3rd quarter levels, and
                                    that our net interest margin percentage will
                                    show some compression, but not at the pace
                                    of the last two quarters.

                                    Provision expense for the quarter was down
                                    by 15.4 million from the 2nd quarter. We
                                    expect to see that our provision expense and
                                    that charge-offs will both be less than 11
                                    million for the 4th quarter.

                                    Net interest income was up by 207,000 from
                                    the 2nd quarter. This included strong
                                    mortgage fee income which basically was a
                                    carry-over from the 2nd quarter refi volume.
                                    It also showed a slight increase in deposit
                                    fees and trust and brokerage fees. We expect
                                    to see our total net interest income to drop
                                    somewhat as we anticipate to see mortgage
                                    fees at approximately 50% of prior levels.

                                    Net interest expense increased by 3.2
                                    million from the 2nd quarter due to a number
                                    of factors. Federal audit fees were paid in
                                    the 3rd quarter. We had increased legal fees
                                    for loan collections. We had increased
                                    recruitment and relocation expenses for many
                                    new hires. We had increased advertisement,
                                    and we also are now experiencing some SEI
                                    conversion costs in the alliance we set up a
                                    quarter or two ago in our wealth management
                                    area.





CITIZENS BANKING CORP.
ID# 2984001                                                               PAGE 8


                                    NIE is expected to remain relatively flat in
                                    the 4th quarter as compared to the 3rd
                                    quarter. This is driven by continued
                                    additional marketing expenses for selected
                                    markets and planned deposit campaigns. We
                                    also expect to have continued conversion
                                    costs, and also increased salaries from
                                    recent new hires.

                                    Moving on to the balance sheet, basically
                                    our commercial loans are down 85 million
                                    from the 2nd quarter, but also were down 284
                                    million from the 3rd quarter of last year.
                                    Much of this decrease has been basically
                                    caused by the fact that we rationalized our
                                    credit quality. Also, though, we are now
                                    beginning to see some signs of stabilization
                                    in our commercial loan portfolio.

                                    If you look at mortgage loans, they're down
                                    93 mill ion from the 2nd quarter and 180
                                    million from the 3rd quarter last year, as
                                    we sell most of our production into the
                                    secondary markets. Offsetting these
                                    decreases are consumer loans. Total consumer
                                    loans were up 117 million from the 2nd
                                    quarter and up 167 million from the 3rd
                                    quarter.

                                    In the future, we expect commercial loans to
                                    drop slightly, our home equity to have some
                                    modest growth, and our indirect to drop as
                                    we are moving into the seasonal period for
                                    indirect lending.

                                    Moving on to deposits, total deposits for
                                    the quarter were down by 178 million from
                                    the 2nd quarter. 146 of that was from retail
                                    CD drops, and also our savings decreased by
                                    about 34 million.

                                    The deposit comparison to last year's
                                    quarter was down 422 million. The primary
                                    driver of that drop is from retail CD's and
                                    broker CD's, and that decreased by 477
                                    million.

                                    Last couple comments I want to make on some
                                    key ratios. As John mentioned, our loan loss
                                    reserve to non-performing loans were above
                                    150%. That puts us at peer levels. And loan
                                    loss reserve is at 2.41%. Our capital ratios
                                    remain strong at 9.75% for Tier 1 ratio, up
                                    from 9.64. Total capital is up to 13.21%, up
                                    from 13.1, and the leverage ratio increased
                                    to 7.25% up from 7.2. Bill, turn it over to
                                    you.

Bill:                               Fine. I think that we've made the comments
                                    that we want to make. As we said, a little
                                    more straightforward quarter, which we're
                                    pleased



CITIZENS BANKING CORP.
ID# 2984001                                                               PAGE 9


                                    with, and we're pleased with the improvement
                                    in credit quality. We think we're on top of
                                    this, and we feel good that the improvement
                                    is going to continue.

                                    At this point, I would open it up for any
                                    questions that any of you would have.

Theresa:                            At this time, if you are an analyst and
                                    would like to ask a question, please press *
                                    then the number 1 on your telephone keypad.
                                    We'll pause for just a moment to compile the
                                    Q&A roster. Your first question comes from
                                    Eric of ABW.

Eric:                               Hi. That's KBW. Good afternoon guys. How are
                                    you? I've got a bunch of questions. I'll ask
                                    you a few so I don't monopolize anything,
                                    and then maybe I'll come back in the queue.
                                    But Bill, just a couple things for you. You
                                    mentioned the margin challenge, and the fact
                                    that you're getting commercial loan runoff,
                                    it sounds like a lot of it by design. You're
                                    pushing some loans out of the bank. But can
                                    you tell us, X what is running off, what
                                    kind of volume progress have you made in
                                    terms of getting new loans booked in the
                                    bank?

Bill:                               Well actually, we're doing pretty well with
                                    that. We are establishing new relationships
                                    in most of our markets. We're seeing some
                                    good, positive growth there, Eric. I think
                                    the challenge is, as I said, simply right
                                    now is -- the company has too many large
                                    concentrations that we've shared with you
                                    before. So, we're bringing them down, plus
                                    we're running off a lot of the criticized
                                    and classified loans. And we're getting no
                                    help from the economy, so that the loan
                                    demand from existing borrowers is not
                                    particularly high.

                                    So, that altogether is the issue. I think
                                    that there is a good momentum in the
                                    business development effort, and we
                                    certainly are bringing in new business. It's
                                    just a question of the economy not being
                                    strong enough to take us where we really
                                    want to go on the road.

Eric:                               Okay. That's fine. The other thing was, and
                                    maybe I'll just switch this to John Schwab
                                    for a second. John, you did mention the
                                    watch list was down by 15 million. Could you
                                    put a number on what the total watch list is
                                    for me? I don't remember what the number was
                                    last quarter.





CITIZENS BANKING CORP.
ID# 2984001                                                              PAGE 10


Charlie:                            I can answer. This is Charlie. It was 520
                                    million last quarter, and it's 504 million
                                    this quarter.

Eric:                               And was there any -- maybe you can quantify
                                    the migration in the watch list loans in
                                    terms of criticized, classified, substandard
                                    trends. How do the buckets fall out?

Bill:                               Well, a lot of the heavy lifting, Eric, was
                                    done during the 2nd quarter, in which we
                                    pushed probably about half of the stuff that
                                    wasn't rated at 7 on our scale, which is the
                                    first watch tier. We pushed some stuff that
                                    was not rated into that category, and the
                                    other piece of it was made up of loans that
                                    were rated 7, and we moved them down into
                                    the 8 category.

Eric:                               So this quarter, can you give us an idea
                                    what -- of the 504 million, what it looks
                                    like by 7's and 8's which would be, I guess,
                                    your special mention in your substandard,
                                    right?

Bill:                               Substandard and special mention. Exactly. I
                                    am going to have to get a number, Eric, and
                                    I'll be back to you in a little bit before
                                    our call is finished.

Eric:                               That's fine. And you know what? I'll queue
                                    back up into another call and let someone
                                    else go.

Bill:                               Actually what happens, Eric, is that the 7's
                                    were actually down a little bit. The 8's
                                    were roughly flat, and the 9's were slightly
                                    down. And I think that what's significant
                                    here, we had four quarters in a row of
                                    increases in the watch list. And this is
                                    really the first quarter that there was not
                                    an increase. There was a slight decrease
                                    from 520 million to 504 million.

Eric:                               But before I hang up, I did have one more
                                    asset quality sort of related to this.
                                    You're in a pretty high level of reserves
                                    against loan to 2.4%. And the MPA's are also
                                    high at 1.7% of total loans. Bill, you
                                    mentioned earlier on that you thought the
                                    provision expense would be at about 60 basis
                                    points going forward, at least as of 2004
                                    target. But would it be a fair conclusion to
                                    assume that you're going to be charging off
                                    more than you provide in 2004?




CITIZENS BANKING CORP.
ID# 2984001                                                              PAGE 11


Bill:                               No. Actually, Eric, what we -- if you look
                                    at what we did this 4th quarter, we actually
                                    charged off some provision expenses that
                                    were fairly similar.

Eric:                               Right.

Bill:                               And I think that the reserve is strong
                                    enough now that as we go into 2004, we don't
                                    think we need to provide more. The charge
                                    off we would look for, when I said 60 basis
                                    points, we think that both charge offs and
                                    provision expense would be in that range for
                                    the year.

Eric:                               Okay.  So that's fine.  Great.  Thank you.

Theresa:                            Your next question comes from Wilson Smith
                                    of Cohen Brothers.

Wilson:                             Eric stole a lot of my favorite questions, I
                                    must say. But Bill, could you go into a
                                    little detail on the different markets that
                                    you serve, and the condition in those
                                    economies? Certainly the latest
                                    manufacturing reports that came out weren't
                                    exactly glowing in terms of employment
                                    statistics. And could you also kind of give
                                    us a little flavor by the different states
                                    or markets in terms of the direction of
                                    asset quality?

Bill:                               Sure. Well, I'll let John comment on the
                                    asset quality piece of it by market, Wilson.
                                    But clearly, in terms of the economy, here
                                    in Michigan we have not seen a huge pickup
                                    at this point, although we are from a
                                    variety of data points seeing some break
                                    signs from some of our borrowers in terms of
                                    what they anticipate their needs will be.
                                    But clearly, there has been no big upturn in
                                    Michigan. It certainly hasn't gotten worse,
                                    but we are hearing more optimism from the
                                    field. And that's going to, as we look at
                                    some of our pipelines, we're seeing maybe
                                    more requests. But by the same token, if
                                    someone gets a larger line, that doesn't
                                    necessarily mean that their utilization of
                                    the line is going to be there.

                                    So, in Michigan, we haven't seen much of a
                                    pickup. In Wisconsin, perhaps the economy's
                                    a little stronger, although the dairy
                                    markets there are troubled, as I think
                                    everyone knows. We're making credit quality
                                    progress across all markets in the company.
                                    And maybe John, I can let you comment
                                    specifically on that.





CITIZENS BANKING CORP.
ID# 2984001                                                              PAGE 12


John:                               Yes. In the watch list credits, which we
                                    have as the special mention and substandard,
                                    were down in number in both Wisconsin and
                                    Michigan for the 3rd quarter from the 2nd
                                    quarter. As a percentage, the percentage of
                                    credits that we consider watch in Wisconsin
                                    is a little more than 25% of that portfolio.
                                    So, we have been very aggressive at taking a
                                    hard look at the ag dairy related exposure
                                    that we have there, whereas Michigan has
                                    remained more stable.

Wilson:                             And John, when you're talking about
                                    mortgage-related revenues, you were saying
                                    that you thought they would be down about
                                    50%. Was that for the 4th quarter, or were
                                    you looking at next year?

John:                               That would be for the 4th quarter.

Wilson:                             I'll queue back up if I have something else.
                                    Thank you.

Theresa:                            Your next question comes from Jerry McAvoy
                                    [PHONETIC] of Oppenheimer.

Jerry:                              Good afternoon. In your opening comments,
                                    Bill, you touched -- you didn't touch on
                                    your retail banking platform.

Bill:                               Right.

Jerry:                              Could you talk a little bit about the
                                    progress being made on that front,
                                    specifically since you, I think,
                                    re-initiated the branch manager structure?
                                    And also, are you now able to provide any
                                    branch profitability statistics? And then
                                    lastly, where do you see the number of
                                    branches going forward? Are there some
                                    markets you'd like to exit on the flipside?
                                    Or should we anticipate some new branches
                                    being opened in the future?

Bill:                               Jerry, thanks for asking that question. I
                                    think the consumer business is really a
                                    bright light for us. It's one we're not
                                    really pleased with, and we were able to get
                                    it staffed a little earlier at the
                                    leadership level, and then in the wealth
                                    management area, of course, we've been
                                    working on staffing and product upgrade as
                                    we have been in the commercial area, whereas
                                    we've been in pretty good shape on the
                                    consumer area on product.





CITIZENS BANKING CORP.
ID# 2984001                                                              PAGE 13


                                    We put the branch manager program in place
                                    in November, plus we've been very successful
                                    with the campaigns that we're having, both
                                    on the deposit side and on the loan side as
                                    well.

                                    The sales culture and the sales management
                                    process are improving dramatically in the
                                    retail group. Home equity loans are growing,
                                    and active transaction accounts are growing.
                                    And you can see in the numbers the impact of
                                    the home equity loans. And that sales
                                    culture thing is gelling well, particularly
                                    when you're given how early we are in the
                                    process of putting the managers in there.
                                    So, I think it's a business that's going
                                    very well.

                                    Yes, we're going to be doing some
                                    rationalization. Since we joined the
                                    company, we've eliminated 18 branches at
                                    this point, and we do plan to put some new
                                    branches in southeast Michigan in the coming
                                    year. So, we're in the process of planning
                                    that right now. What our objective is is to
                                    have more of our branches in the future in
                                    markets that have higher density and higher
                                    growth demographics than we do now.

                                    So, I think that if you look over the next 5
                                    years, there is going to be some
                                    rationalization of the delivery system with
                                    the objective that we move it more into
                                    growing areas.

Jerry:                              Thank you very much.

Theresa:                            Your next question comes from Fred Cummings
                                    of McDonald's Investments.

Fred:                               Good afternoon. A couple quick questions.
                                    First, Charlie, you were talking about these
                                    capital ratios. I don't think you mentioned,
                                    do you have a targeted tangible capital
                                    ratio, tangible capital or tangible assets?
                                    Have you come out with a number there? I
                                    think it was around 7.3% right now.

Charlie:                            Fred, one thing we don't want to do is,
                                    we're trying to manage the capital position
                                    of the bank so that we keep the leverage
                                    ratio above 7%. We think that's important.
                                    We did the -- we have tried to bolster the
                                    capital by the $125 million subordinated
                                    debt issue we did 1st quarter, and then the
                                    trust preferred that we did. And then, when
                                    we



CITIZENS BANKING CORP.
ID# 2984001                                                              PAGE 14


                                    look at the dividends, capital management,
                                    all that, we really look at 7% as being the
                                    lowest number we'd want that leverage ratio
                                    to be.

Fred:                               Then secondly, I wanted to get more detail
                                    on the growth that's occurring in the
                                    indirect portfolio. Is most of that
                                    automobile loans? And if so, it looks like
                                    based on the yield, it's primarily used
                                    cars. Could you give us a feel for the mix
                                    between new and used, and what type of
                                    customer are you going after in terms of
                                    kind of fical scores there?

Charlie:                            Basically, that's mostly RV and marine with
                                    some auto. We have really diminished our
                                    auto reliance on the indirect. We've been
                                    really more in the RV, marine category. As
                                    far as the customers that we go for, it's
                                    basically your A customers, some B
                                    customers, and very little C and D.

Fred:                               And Charlie, would it be correct that the
                                    indirect auto remains in a runoff mode,
                                    then?

Charlie:                            Boy, that's a good question. I haven't
                                    looked at that lately, so I can't answer
                                    that for sure. It was in a runoff mode a
                                    number of quarters ago. While we're
                                    answering questions, Dan's going to see if
                                    he's got that with him. I don't have it off
                                    the top of my head.

Fred:                               That was -- those were the only two
                                    questions I had.

Theresa:                            Once again, if you do have a question and
                                    you are an analyst, please press * then the
                                    number 1 on your telephone keypad. Your next
                                    question is a follow-up question from Eric.

Eric:                               Actually, maybe just to finish up a thought
                                    that Fred was asking there about the
                                    capital, can you tell us what the liquidity
                                    looks like at the holding company that would
                                    support your stock buyback, and how much
                                    dividend capacity do you have without
                                    regulatory approval out of the banks? That's
                                    my first question.

Dan:                                We feel we've got about 80 million of
                                    dividend capacity coming out of the Michigan
                                    bank over the next five quarters, plus I
                                    think their cash position in the parent
                                    company right now is about at a level of $50
                                    million. So, there is significant cash
                                    available to us.




CITIZENS BANKING CORP.
ID# 2984001                                                              PAGE 15


Eric:                               And that's before any tapping into any
                                    backup line of credit?

[INAUDIBLE]

Eric:                               That sounds good. I've got a question for
                                    you on the mortgage origination side. I
                                    mean, you pretty much said you thought that
                                    that would be down in the 4th quarter. Did I
                                    understand Bill correctly as saying that
                                    that could be as much as $3 million pre-tax
                                    in the 4th quarter, so that would be net of
                                    expenses, i.e., paying the guys to originate
                                    the loans for you. Is that -- was that the
                                    right order of magnitude?

Bill:                               Basically, where I got that number, Eric,
                                    was a combination of two things. One is the
                                    -- it's actually a pretax, pre-expense
                                    number. We would expect that the
                                    originations would be down, and margin would
                                    be down slightly because it would be less
                                    than the held for sale category. So, the
                                    pretax income would be affected by as much
                                    as $3 million.

                                    Now, we would also, on the other side -- and
                                    I wasn't including the expense piece in
                                    that. In the expense piece there'll be a
                                    little less compensation for originations,
                                    because the volumes are going to be less.

Eric:                               So, that would somewhat offset the $3
                                    million impact? All right. That's what I'm
                                    trying to understand. I was going to ask you
                                    about the held for sale, because that went
                                    up a lot this quarter. And I would assume,
                                    like a lot of banks, that's going to tail
                                    down for you quite a bit too. And quite
                                    honestly, in hold for sale loans, it's a
                                    pretty good widespread business for a lot of
                                    companies right now. So, you're saying that
                                    the $3 million is really more of a revenue,
                                    it's not a pretax bottom line.

Bill:                               Correct.

Dan:                                Correct.

Bill:                               It is purely revenue.





CITIZENS BANKING CORP.
ID# 2984001                                                              PAGE 16


Eric:                               That's a lot better.  You had me worried for
                                    a minute there.

Bill:                               No.

Eric:                               Glad we cleared that up.

Bill:                               Thank you for doing that.

Eric:                               What's your pipeline look like right now,
                                    your application pipeline?

Charlie:                            On the mortgage?

Eric:                               Yeah.  Sorry.  Yeah.

Charlie:                            Again, we would say that that is already
                                    showing decrease, and we would think for
                                    comparison to 3rd quarter to 4th quarter,
                                    that would be half on a volume basis.

Eric:                               That's ---

Charlie:                            As far as showing the drop.

Eric:                               Yeah. I follow you. The last question I have
                                    for you was, the securities portfolio. And
                                    it's probably more a question for you or for
                                    Dan, possibly, Charlie. As the portfolio's
                                    grown quite a bit by design in the last
                                    couple of quarters, principally in the 2nd
                                    quarter, I guess -- it picked up a little
                                    bit this quarter -- can you give us an
                                    update as to the basic composition of the
                                    portfolio in terms of the mix?

                                    Mortgage type securities versus other,
                                    bullets versus those types of securities
                                    that are susceptible to cash flow variation,
                                    either positive or negative, and if you have
                                    any basic statistics on the duration of the
                                    portfolio. And then, as just a third point
                                    there, if you could just talk about the cash
                                    flow you're getting off the portfolio now,
                                    how does the reinvestment rate look compared
                                    to the total portfolio yield?

Charlie:                            Eric, I'm going to let Marty address this.
                                    He's got some information in front of him.

Marty:                              I'll see if I can remember those and do in
                                    reverse order -- the



CITIZENS BANKING CORP.
ID# 2984001                                                              PAGE 17


                                    reinvestment rate is right around where the
                                    portfolio, the taxable portfolio, came in
                                    for September. And obviously, is depending
                                    on the mix, what we put in, it can be around
                                    that 25 or 50 basis points.

                                    In terms of the mix, I don't have that --
                                    here we go. Between -- mortgage back and
                                    CMO's, we're right around 60% level,
                                    municipals right around the 20% level, and
                                    the rest in largely governments and other.
                                    And within the governments portfolio, that
                                    is certainly mostly bulked with some
                                    callables, when you look at some of the
                                    agency paper.

Charlie:                            Eric, this is Charlie. The other thing is,
                                    basically, we did, in March, we did a lot of
                                    heavy buying at that point. We had a $500
                                    million investment move of which about 50%
                                    of that was leveraged. And what you saw with
                                    the average was very little impact, average
                                    ADB for the 1st quarter was very little
                                    impact. And you saw more of that impact on
                                    the ADB in the 2nd quarter. But really, it
                                    was mostly done in the 1st quarter. And
                                    then, as prepayments increased in the latter
                                    part of the 2nd quarter into the beginning
                                    of the 3rd quarter, we have maintained some
                                    of that, but not as much. We've let it drop
                                    a little bit. And as far as any --

Male Speaker:                       Overall, roughly speaking, we've maintained
                                    that portfolio level since then. It gives us
                                    an interest rate risk position that we're
                                    comfortable with.

Eric:                               Sorry about that. I was looking at the
                                    average balances. I knew you put that on
                                    late in the 1st quarter. But were you saying
                                    that you're trying to maintain the portfolio
                                    where it is, about a billion nine? Did I
                                    understand that correctly?

Male Speaker:                       Roughly speaking, yes.  Right around that
                                    area.

Eric:                               So you're trying to maintain at that level.
                                    Are those securities -- again, you've got
                                    60% in the mortgage back type of instrument.
                                    The securities that you have, it's very hard
                                    for me to ask this. But, if rates start to
                                    tick back up a bit, do those securities
                                    extend out a lot? Or are they fairly -- is
                                    the variability not so much with what you
                                    bought? Is it more of a -- we thought it was
                                    going to have a 2-3 year average life, and
                                    if rates go up 25 or 50 basis points, it
                                    probably stays there. Or, is



CITIZENS BANKING CORP.
ID# 2984001                                                              PAGE 18


                                    this the type of stuff that's going to
                                    extend out on you and give you more cash
                                    flow as well?

Male Speaker:                       This will all have some level of extension
                                    in it. However, the vast majority of that
                                    portfolio is back, back CMO's. So, sort of
                                    in that intermediate term, and a 2-4 year
                                    average life kind of neighborhood. So, while
                                    it is mortgage products, certainly the much
                                    less convex end of the mortgage product. And
                                    if you look in the mortgage back portfolio,
                                    you won't see much 30-year at all. It's
                                    10-15, typically.

Eric:                               10-15 year collateral?

Male Speaker:                       Right.

Eric:                               So, maybe asking it a different way. You
                                    mentioned on the call before, in the press
                                    release, that your amortization, the premium
                                    amortization, was high in the portfolio. Was
                                    that higher than you thought it was? Or was
                                    that -- again, on the --let me ask it this
                                    way. It's a very confusing topic for me, and
                                    probably a lot of people. But the prepayment
                                    amortization you were seeing an increase,
                                    was that on the new stuff that you bought,
                                    or was it on old stuff before the end of the
                                    1st quarter?

Male Speaker:                       No.  The vast majority was that old stuff
                                    prior to the 1st quarter.

Eric:                               Okay.

Male Speaker:                       In fact, a fair amount of that was bought in
                                    the '01 timeframe.

Eric:                               Okay. I got it. So that was on the older
                                    securities. Good. Thanks very much. That's
                                    all I needed to know.

Charlie:                            This is Charlie again. Fred, you had asked
                                    the question about the indirect auto. It is
                                    running down, and it is running off. We are
                                    still doing some, but it is a continued
                                    decreasing portfolio.

Bill:                               That's by design, Fred, because we really
                                    like the demographics and the credit quality
                                    characteristics, and the pricing of the
                                    marine and the RV business.






CITIZENS BANKING CORP.
ID# 2984001                                                              PAGE 19

Theresa:                            Your next question is a follow-up question
                                    from Jerry McAvoy.

Jerry:                              Thanks. Just one other question. Under the
                                    non-interest income section in the text part
                                    of the press release, you talk about the
                                    sequential increase in non-interest income,
                                    and you mentioned a loss from the sale of
                                    equipment. Could you just provide some color
                                    on that statement? Thanks.

Male Speaker:                       We closed several branches during the
                                    quarter, and there was some unamortized
                                    equipment. It was -- I forget the amount,
                                    but it was around 100,000 I believe.

Male Speaker:                       174,000.

Male Speaker:                       174.  Okay.

Jerry:                              Thank you.

Theresa:                            Your next question is a follow-up question
                                    from Wilson Smith.

Wilson:                             I wanted to follow up on one of Eric's
                                    questions. In looking at the loans and the
                                    investments, the held for sale portfolio
                                    averaged about 235 million in the 3rd
                                    quarter. If we're expecting that to run
                                    down, you had indicated that you were
                                    looking to keep the investment portfolio in
                                    that $1.9 billion range where it was in the
                                    3rd quarter. Does that mean that overall, we
                                    can expect your averages, average
                                    outstandings, to go down? If you hold the
                                    1.9 and the held for sale goes down, are you
                                    going to compensate by raising your
                                    investment securities? Or are you just going
                                    to let it all come down?

Male Speaker:                       We would probably leave the investment
                                    securities pretty much where it's at. So,
                                    the drop from the mortgage held for sale
                                    portfolio would be a decrease in the total.

Wilson:                             Thank you.

Theresa:                            As a reminder, this call will be available
                                    for replay beginning at 2:00 pm Eastern
                                    Standard Time today through 11:59 pm Eastern
                                    Standard Time on Friday, October the 24th,
                                    2003. The conference ID number for the
                                    replay is 2984001. Again, the conference ID
                                    for the replay is



CITIZENS BANKING CORP.
ID# 2984001                                                              PAGE 20


                                    2984001. The number to dial in for the
                                    replay is 1-800-642-1687, or if calling from
                                    international, the number is 706-645-2991.
                                    Once again, the number to dial in for the
                                    replay is 1-800-642-1687 or for our
                                    international listeners, the number is
                                    706-645-2991.

Bill:                               If there's no further questions, I'd like to
                                    just take the time to thank you all for
                                    joining us this afternoon. We appreciate
                                    your interest in the company, and look
                                    forward to further conversations. Have a
                                    great day, and a good weekend.

Theresa:                            Thank you for participating in today's
                                    conference call.  You may now disconnect.