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. )

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Filed by a Party other than the Registrant [ ]

Check the appropriate box:

[ ] Preliminary Proxy Statement
[ ] CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY
RULE 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-12

Citizens Banking Corporation
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(Name of Registrant as Specified In Its Charter)

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

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pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
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CONTAINED IN THIS FORM ARE NOT REQUIRED TO RESPOND UNLESS THE FORM DISPLAYS A
CURRENTLY VALID OMB CONTROL NUMBER.

SEC 1913 (02-02)

[CITIZENS BANKING CORPORATION LOGO]
328 S. Saginaw St.
Flint, Michigan 48502

THOMAS W. GALLAGHER
General Counsel and Secretary

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS, APRIL 22, 2004

To the Shareholders of Citizens Banking Corporation:

Notice is hereby given that the annual meeting of shareholders of
Citizens Banking Corporation (the "Corporation") will be held in the
Presidential Ball Room located in the Holiday Inn, Gateway Centre, Flint,
Michigan, on Thursday, April 22, 2004, at 10:00 a.m., local time, for the
following purposes:

(1) To elect one (1) director of the Corporation to serve as a
director in Class II and to elect four (4) directors of the Corporation to serve
as directors in Class III for two (2) year and (3) year terms, respectively, and
until their successors shall be elected and qualified; and

(2) 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.

Shareholders of record of the Corporation's common stock outstanding at
the close of business on February 27, 2004 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
General Counsel and Secretary

Flint, Michigan
March 16, 2004

[CITIZENS BANKING CORPORTATION LOGO]

Citizens Banking Corporation
328 South Saginaw Street
Flint, Michigan 48502

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PROXY STATEMENT
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This proxy statement is furnished in connection with the solicitation
of proxies by the board of directors of Citizens Banking Corporation (the
"Corporation") to be used at the annual meeting of shareholders of the
Corporation and any adjournments thereof. The annual meeting will be held on
April 22, 2004 at the time and place and for the purposes set forth in the
accompanying notice of annual meeting of shareholders.

This proxy statement, the proxy and the notice of annual meeting of
shareholders are first being provided to shareholders on or about March 16,
2004.

The shareholders of the common stock of the Corporation ("Common
Stock") as of the close of business on February 27, 2004 will be entitled to be
present and to vote at the meeting. Each share is entitled to one vote on each
matter to be voted upon at the meeting. On February 27, 2004, there were
43,367,509 shares of Common Stock outstanding and entitled to vote. The
Corporation has no other class of stock issued and outstanding at this time that
is entitled to vote at the meeting. The board of directors requests that you
execute and return the proxy promptly, whether or not you plan to attend the
meeting. Instead of returning signed proxy cards, shareholders of record can
vote their shares over the Internet, or by calling a specially designated
telephone number. These Internet and telephone voting procedures are designed to
authenticate shareholders' identities, allow shareholders to give their voting
instructions and confirm that shareholders' instructions have been recorded
properly. Specific instructions for shareholders of record that wish to use the
Internet or telephone voting procedures are included on the enclosed proxy card.
Shareholders who vote via the Internet or by telephone do not need to mail their
proxy cards. Any proxy or prior Internet or telephone vote may be revoked by the
person giving it at any time before the meeting by giving written notice of such
revocation to the secretary of the Corporation, by executing another proxy or
using the Internet or telephone voting procedures as of a date subsequent to the
prior proxy or Internet or telephone vote, or, if you are a shareholder of
record or have a legal proxy from a shareholder of record, by voting in person
at the annual meeting.

THE SHARES REPRESENTED BY PROPERLY EXECUTED PROXIES WILL BE VOTED IN
ACCORDANCE WITH THE INSTRUCTIONS PROVIDED THEREIN AND WHERE NO INSTRUCTIONS ARE
GIVEN, WILL BE VOTED IN FAVOR OF THE ELECTION OF THE CLASS II AND CLASS III
NOMINEES IDENTIFIED HEREIN. Directors are elected by the affirmative vote of a
plurality of the votes cast at the meeting. For purposes of determining the
number of votes cast with respect to the election of directors, only those cast
"for" are included. Withheld votes are counted only for purposes of determining
whether a quorum is present at the annual meeting.

The cost of soliciting proxies will be borne by the Corporation.
Proxies will be solicited primarily by mail. The Corporation has, however,
retained the firm of Georgeson Shareholder Communications, Inc., specialists in
proxy solicitation, to solicit proxies on its behalf from brokers, bank
nominees, and other institutional holders of its stock at an anticipated cost of
$8,500 plus certain out-of-pocket expenses. Proxies may also be solicited by
directors, officers and other employees of the Corporation and its subsidiaries
personally, and by telephone, facsimile, or other means. No additional
compensation will be paid to directors, officers, or employees for any such
solicitation nor is any such solicitation expected to result in more than a
minimal cost to the Corporation. Arrangements may also be made directly by the
Corporation with banks, brokerage houses, custodians, nominees and fiduciaries
to forward solicitation material to the beneficial owners of stock held of
record by them and to obtain authorization for the execution of proxies. The
Corporation may reimburse such institutional holders for reasonable expenses
incurred by them in connection therewith.

The persons named in the proxy to represent shareholders who are
present by proxy at the meeting are Joseph P. Day and Lawrence O. Erickson.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

The table below includes all of the shareholders of the Corporation
known by the Corporation to beneficially own more than five percent of its
Common Stock as of February 27, 2004.

COMMON
STOCK
BENEFICIALLY
OWNED AS A
PERCENTAGE
COMMON STOCK INVESTMENT POWER VOTING POWER OF
NAME AND ADDRESS OF BENEFICIALLY -------------------------------- ---------------------------------- OUTSTANDING
BENEFICIAL OWNER OWNED SOLE SHARED NONE SOLE SHARED NONE COMMON STOCK

CenTra, Inc.
12225 Stephens
Warren, Michigan
48089(1) 3,150,545 3,017,316 133,229 -0- 3,017,316 133,229 -0- 7.26%

Citizens Bank Wealth
Management, N.A.
328 S. Saginaw St.
Flint, Michigan
48502(2) 2,734,163 864,093 601,924 1,268,146 1,246,312 1,367,448 120,403 6.30%

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(1) The information furnished for CenTra, Inc. is based upon data which have
been supplied to the Corporation by CenTra, Inc. As set forth in the table,
CenTra, Inc. shares investment and voting power with respect to 133,229 shares.
Such powers are shared with the Manuel J. Moroun Trust under agreement dated
March 4, 1977, for the benefit of Manuel J. Moroun.

(2) As fiduciary, Citizens Bank Wealth Management, N.A., a wholly owned
subsidiary of the Corporation, will not vote the shares held by it in trusts or
estates unless the governing document requires Citizens Bank Wealth Management,
N.A. to exercise such power. In this regard the 1,268,146 shares held in trust
for the benefit of persons participating in the Corporation's Section 401(k)
Plan which are included in the shared voting power column will be voted by
Citizens Bank Wealth Management, N.A. as trustee in the exercise of its
fiduciary discretion if the participant fails to direct Citizens Bank Wealth
Management, N.A. on how to vote the shares pursuant to the requirements of the
Plan and Department of Labor regulations. Shares held in all other trusts or
estates shall not be voted unless a co-fiduciary unrelated to Citizens Bank
Wealth Management, N.A. votes the shares.

SECURITY OWNERSHIP OF MANAGEMENT

The following table sets forth the number of shares of the
Corporation's Common Stock beneficially owned as of February 27, 2004, together
with the percentage of the outstanding shares which such ownership represents,
by (i) each director and nominee for election to the board of directors, (ii)
each executive officer named in the Summary Compensation Table under "Executive
Compensation" and (iii) all directors and executive officers of the Corporation
as a group. The information with respect to directors and executive officers has
been obtained from the respective individuals and is reported in accordance with
the beneficial ownership rules of the Securities and Exchange Commission (the
"Commission") under which a person may be deemed to be the beneficial owner of a
security if such person has or shares voting power or investment power with
respect to such security or has the right to acquire such ownership within the
next 60 days. Accordingly, the amounts shown in the following table do not
purport to represent beneficial ownership for any purpose other than compliance
with the Commission's reporting requirements.

COMMON STOCK BENEFICIALLY
COMMON STOCK SOLE VOTING AND SHARED VOTING AND OWNED AS A PERCENTAGE OF
NAME BENEFICIALLY OWNED(1) DISPOSITIVE POWER(1) DISPOSITIVE POWER OUTSTANDING COMMON STOCK

Edward P. Abbott 22,168 22,168 -0- *
Lizabeth A. Ardisana(2) -0- -0- -0- *
Jonathan E. Burroughs II(3) 290,040 244,132 45,908 *
Charles D. Christy(4) 8,300 5,000 3,300 *
Joseph P. Day 10,000 6,500 3,500 *
Richard J. Dolinski 4,500 4,500 -0- *
Lawrence O. Erickson 459,818 6,475 453,343 1.06%
William R. Hartman(5) 69,750 69,750 -0- *
Benjamin W. Laird 4,530 4,530 -0- *
Stephen J. Lazaroff 27,428 27,428 -0- *
Randall J. Peterson 10,200 10,000 200 *
Wayne G. Schaeffer 81,064 70,826 10,238 *
John D. Schwab 17,189 17,189 -0- *
William C. Shedd 12,785 12,785 -0- *
Kendall B. Williams 9,527 6,430 3097 *
James L. Wolohan(6) 22,191 10,500 11,691 *
All directors and executive
officers as a group (25) (7) 1,171,870 632,995 538,875 2.70%

* Represents holdings of less than one percent.

(1)Included in the number of shares beneficially owned, are the following
shares that the directors and officers listed in the table have the right
to purchase pursuant to options which are exercisable currently or become
exercisable within the next 60 days: Edward P. Abbott -- 4,500; Lizabeth
Ardisana -- 0; Jonathan E. Burroughs -- 6,000; Charles D. Christy -- 0;
Joseph P. Day 6,000; Richard J. Dolinski -- 3,000; Lawrence O. Erickson --
6,000; William R. Hartman -- 6,750; Benjamin W. Laird -- 1,500; Stephen J.
Lazaroff -- 3,000; Randall J. Peterson -- 10,000; Wayne G. Schaeffer --
70,556; John D. Schwab -- 13,000; William C. Shedd -- 4,500; Kendall B.
Williams -- 4,500; James L. Wolohan -- 4,500.

(2) Ms. Ardisana was appointed to the board of directors on March 16, 2004.

(3) The shares shown for Mr. Burroughs include 38,050 shares held in the
Burroughs' Memorial Trust, for which Mr. Burroughs is one of five trustees.
Mr. Burroughs disclaims beneficial ownership of such shares.

(4) The shares shown for Mr. Christy include 5,000 shares which were
awarded to him as restricted shares under the Corporation's Stock
Compensation Plan in connection with his appointment as executive vice
president and chief financial officer of the Corporation. The transfer
restrictions on 1,000 of these shares lapsed on December 3, 2002 and on
September 3, 2003 the transfer restrictions on an additional 1000 shares
lapsed. In general, assuming his continued employment, the transfer
restrictions on the remaining 3,000 shares will lapse at the rate of 1,000
shares per year on September 3 of each of the next three years.

(5) The shares shown for Mr. Hartman include 20,000 shares which were
awarded to him as restricted shares under the Corporation's Stock
Compensation Plan in connection with his appointment as president and chief
executive officer of the Corporation. The transfer restrictions on 4,000 of
these shares lapsed on May 25, 2002. On February 25, 2003 and on February
25, 2004 the transfer restrictions on an additional 4,000 of the shares
lapsed for each of the two years. In general, assuming his continued
employment, the transfer restrictions on the remaining 8,000 shares will
lapse at the rate of 4,000 shares per year on February 25 of each of the
next two years.

(6) The shares shown for Mr. Wolohan include 11,691 shares held by the
Wolohan Family Foundation, of which Mr. Wolohan is a trustee. Mr. Wolohan
disclaims beneficial ownership of such shares.

(7) The directors and executive officers disclaim beneficial ownership of
85,921 of these shares. See also notes 3 and 6.

ELECTION OF DIRECTORS

In accordance with the Corporation's restated articles of
incorporation, the board of directors is divided into three classes. Each year,
on a rotating basis, the terms of office of the directors in one of the three
classes will expire. Successors to the class of directors whose terms have
expired will be elected for a three-year term. The directors whose terms expire
at the 2004 annual meeting of shareholders ("Class III directors") are Richard
J. Dolinski, William R. Hartman, Stephen J. Lazaroff, William C. Shedd and
Kendall B. Williams. Four nominees will be elected as Class III directors at the
2004 annual meeting of shareholders and one director will be elected as a Class
II director. The board of directors has nominated Messrs. Dolinski, Hartman,
Lazaroff and Williams for election as Class III directors and Mr. Shedd for
election as a Class II director. The term for the Class III directors will
expire at the 2007 annual meeting of shareholders and the term for the Class II
director will expire at the 2006 annual meeting of shareholders and, in each
case, 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 five persons named above as nominees will be nominated for
election as directors. THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR
EACH OF THE NOMINEES.

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

NOMINEES

BUSINESS EXPERIENCE DURING THE
PAST FIVE YEARS, DIRECTORSHIPS
SERVED IN CERTAIN CORPORATIONS, AND
CONTINUOUSLY AS 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 63 Director of Corporation; 2001 President and Chief Executive
Director of Citizens Bank and Officer, Dolinski Associates, Inc.,
Director of Citizens Bank a management consulting firm.
Wealth Management, N.A.

William R. Hartman 55 Chairman, President and Chief 2002 Chairman of Corporation from January
Executive Officer of 2003 to present. President and Chief
Corporation and of Citizens Executive Officer of Corporation and
Bank; and Chairman of Citizens Chairman, President and Chief
Bank Wealth Management, N.A. Executive Officer of Citizens Bank
from February 2002 to present.
Chairman of Citizens Bank Wealth
Management, N.A. from June 2002 to
present. Chairman, President and
Chief Executive Officer, Bank One,
N.A.-Ohio and Kentucky from May 2000
to February 2002. Chairman,
President and Chief Executive
Officer, Bank One, Kentucky, N.A.
from January 1997 to May 2000.

Stephen J. Lazaroff 50 Director of Corporation and 1997 President, Diversified Precision
Director of Citizens Bank. Products, Inc., a special cutting
tool manufacturer serving the
automotive and hydraulic fittings
industries.

William C. Shedd 65 Director of Corporation; 1982 Member of the law firm Shedd, Fraiser
Director of Citizens Bank and & Grossman, PLLC from November 2001
Director of Citizens Bank to present. Of counsel to the law
Wealth Management, N.A. firm of Winegarden, Shedd, Haley,
Lindholm & Robertson, PLC from December
1999 to November 2001. Previously an
attorney and partner with such firm.

Kendall B. Williams 51 Director of Corporation and 1992 Attorney and Counselor,
Director of Citizens Bank. The Williams Firm, P.C.

CLASS I CONTINUING DIRECTORS -- TERM EXPIRING IN 2005

Edward P. Abbott 64 Director of Corporation and 1982 President and Chief Executive
Director of Citizens Bank. Officer, Abbott's Meat, Inc., a
wholesale and retail meat
distributor.
Lizabeth A. Ardisana 52 Director of Corporation and 2004 Chief Executive Officer and owner of
Director of Citizens Bank. ASG Renaissance, a technical and
communication services firm.

Jonathan E. 61 Director of Corporation; 1986 President, JEB Enterprises, an
Burroughs II Director of Citizens Bank and investment consulting firm.
Director of Citizens Bank
Wealth Management, N.A.

Lawrence O. Erickson 68 Director of Corporation and 1993 Chief Executive Officer, Four-Way
Director of Citizens Bank. Tool & Die, Inc., an engineering
consulting firm for metal stamping
fabrication and tool manufacturing.

CLASS II CONTINUING DIRECTORS -- TERM EXPIRING IN 2006

Joseph P. Day 64 Director of Corporation; 1992 President, Banner Engineering &
Director of Citizens Bank and Sales, Inc., a combustion engineering
Director of Citizens Bank Wealth and manufacturing firm.
Management, N.A.
Benjamin W. Laird 54 Director of Corporation and 2001 Attorney, Godfrey & Kahn, S.C.
Director of Citizens Bank.

James L. Wolohan 52 Director of Corporation; 1997 Chairman, President and Chief
Director of Citizens Bank. Executive Officer of Wolohan Lumber
Co., a retailer of lumber, building
materials and home improvement
products.

MEETINGS OF DIRECTORS AND COMMITTEES OF THE BOARD OF DIRECTORS

During 2003, eight meetings of the board of directors of the
Corporation were held. During such period, all incumbent directors attended at
least 75% of the aggregate of the number of meetings of the board of directors
and the number of meetings held by the committees on which they serve.

The Corporation has several committees on which members of the board of
directors serve, including a compensation and human resources committee, a
corporate governance and nominating committee, and an audit committee. 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 all of the directors,
other than Mr. Hartman, including all the committee members, are "independent
directors" as defined in Marketplace Rule 4200(a)(15) of The Nasdaq Stock Market
("Nasdaq").

The COMPENSATION AND HUMAN RESOURCES COMMITTEE met five times during
2003 and is currently comprised of the following directors: Kendall B. Williams,
chairman; Benjamin W. Laird, vice chairman; Lawrence O. Erickson and Stephen J.
Lazaroff. The responsibilities of the committee include approval of all aspects
of corporate executive compensation and administration of the Corporation's
compensation and benefits plans.

The CORPORATE GOVERNANCE AND NOMINATING COMMITTEE met four times during
2003 and is currently comprised of the following directors: James L. Wolohan,
chairman; Stephen J. Lazaroff, vice chairman; Jonathan E. Burroughs II; Lawrence
O. Erickson; and Benjamin W. Laird. 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 the Corporation's 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 the Corporation's proxy statement for
election by the shareholders at the annual meetings; to consider director
nominees proposed by shareholders; and to handle such other matters as may be
properly delegated to the committee by the board of directors. The committee has
its own charter, a copy of which is included on the Corporation's website at
www.citizensonline.com. 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 the
needs of the board and the Corporation at that time given the then current mix
of director expertise. For a description of procedures for submitting
nominations to the committee, see "Shareholder Proposals and Nominees."

The AUDIT COMMITTEE met eight times during 2003 and is currently
comprised of the following directors: Edward P. Abbott, chairman; Richard J.
Dolinski, vice chairman; Joseph P. Day; Benjamin W. Laird; William C. Shedd; and
James L. Wolohan. The board of directors has determined that each of the members
of the committee is "independent," as independence is defined in the applicable
Nasdaq rules for audit committee members. The board of directors has also
determined that Mr. Wolohan is an "audit committee financial expert" as defined
by applicable Commission rules and that each of the audit

committee members satisfies all other qualifications for audit committee members
set forth in the applicable Nasdaq rules. The responsibilities of the committee
are: to oversee the Corporation's financial reporting process and the internal
accounting controls for the internal audit function of the Corporation and its
subsidiaries; 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 the Corporation; 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 internal auditors; to
oversee the Corporation's legal, compliance, and ethics policies; and to review
the results of the internal and independent audits of the Corporation.

REPORT OF THE AUDIT COMMITTEE

In accordance with its written charter adopted by the board of
directors, the audit committee of the board of directors (the "Audit Committee")
assists the board of directors in fulfilling its responsibility for oversight of
the quality and integrity of the accounting, auditing and financial reporting
practices of the Corporation. A copy of the Audit Committee's charter is
attached to this proxy statement as Appendix A.

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

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

The Audit Committee reviewed and discussed the audited financial
statements of the Corporation as of and for the year ended December 31, 2003
with management and the independent auditors.

Based on the above-mentioned review and discussions with management and
the independent auditors, the Audit Committee recommended to the board of
directors that the Corporation's audited financial statements be included in its
Annual Report on Form 10-K for the year ended December 31, 2003 for filing with
the Securities and Exchange Commission. The Audit Committee also reappointed the
independent auditors to serve as such for 2004.

The Audit Committee of the Board of Directors:
Edward P. Abbott, Chairman
Richard J. Dolinski, Vice Chairman
Joseph P. Day
Benjamin W. Laird
William C. Shedd
James L. Wolohan

ANNUAL MEETING ATTENDANCE

The Corporation encourages all members of its board of directors to
attend the annual shareholders meetings but it has not adopted a formal policy
requiring the same. All of the members of the board of directors of the
Corporation who were directors at the time of the 2003 annual meeting of
shareholders attended such meeting.

COMPENSATION OF DIRECTORS

During 2003, directors of the Corporation were paid an annual retainer
of $15,000 plus the sum of $1,500 for attendance at each meeting of the board of
directors. Nonemployee directors were paid $1,000 for each committee meeting
attended with the exception of the committee chairpersons who were paid $1,500.
Committee members who are also employees of the Corporation do not receive fees
for committee meeting attendance. In addition, each nonemployee director serving
on the board of directors on May 29, 2003 received, pursuant to the Stock
Compensation Plan, a grant of a non-qualified stock option to purchase 2,500
shares of Common Stock at an exercise price of $26.01, which was the fair market
value per share of Common Stock on the date of grant. Each such option has a
term of ten years and becomes exercisable at the rate of 20% per year with the
option being fully exercisable after five years. Also, directors may participate
in the Directors Deferred Compensation Plan. Pursuant to the provisions of this
plan, directors may elect to defer up to 100% of their retainer, meeting and
committee fees until such time as they cease all of their directorships with the
Corporation and its subsidiaries or until the plan is terminated. No additional
compensation is paid pursuant to this plan, however.

EXECUTIVE OFFICERS

The following information is provided for those officers currently
designated as executive officers by the Corporation's board of directors and
includes the president, chief financial officer, controller, and secretary of
the Corporation, officers of the Corporation who are in charge of principal
business units, divisions or functions, and officers of the Corporation or its
subsidiaries who perform significant policy making functions for the
Corporation.

YEAR BECAME
EXECUTIVE OFFICER OF
NAME AGE FIVE-YEAR BUSINESS EXPERIENCE THE CORPORATION

Marilyn K. Allor 58 Senior Vice President and Director of Human 2002
Resources of Corporation and of Citizens Bank
(June 1996 to present).

Daniel E. Bekemeier 47 Senior Vice President and Chief Accounting 1996
Officer of Corporation (April 2001 to present);
Senior Vice President and Controller of Citizens
Bank (April 1995 to present); Treasurer and
Manager of Citizens Bank Consumer Finance, LLC
(September 2000 to present); Treasurer and
Manager of Citizens Bank Mortgage Company, LLC
and its predecessor (October 1997 to present).

Charles D. Christy 46 Executive Vice President and Chief Financial 2002
Officer of Corporation and of Citizens Bank
(September 2002 to present); Director of
Strategy and Acquisitions-Investment Management
Group, Bank One Corporation (January 2002 to
August 2002); Treasurer-Retail Line of Business,
Bank One Corporation (January 2000 to January
2002); Executive Vice President and Chief
Financial Officer-Consumer Financial Services
Division, Bank One Corporation (March 1997 to
January 2000).

Roy A. Eon 52 Executive Vice President and Manager of 2002
Operations and Technology of Corporation and of
Citizens Bank (August 2002 to present); Manager
of Operations and Technology, First Merchants
Corporation (November 2001 to August 2002);
Operations Manager, One Valley Bank Corporation
(December 1999 to November 2001); National
Deposit Operations Manager, Bank One Corporation
(January 1997 to December 1999).

YEAR BECAME
EXECUTIVE OFFICER OF
NAME AGE FIVE-YEAR BUSINESS EXPERIENCE THE CORPORATION

Thomas W. Gallagher 51 General Counsel of Corporation (August 1988 to 1989
present); Secretary of Corporation (January 1989
to present); General Counsel and Secretary of
Citizens Bank (August 1988 to present);
Secretary and Manager of Citizens Bank Consumer
Finance, LLC (September 2000 to present);
Secretary and Manager of Citizens Bank Mortgage
Company, LLC (October 1997 to present).

William R. Hartman 55 Chairman of Corporation (January 2003 to 2002
present); President and Chief Executive Officer
of Corporation and Chairman, President and Chief
Executive Officer of Citizens Bank (February
2002 to present); Chairman, Citizens Bank Wealth
Management, N.A. (June 2002 to present);
Chairman, President and Chief Executive Officer,
Bank One-Ohio, N.A. and Bank One-Kentucky, N.A.
(May 2000 to February 2002); Chairman, President
and Chief Executive Officer, Bank One-Kentucky,
N.A. (January 1997 to May 2000).

Wendy K. Hemingway 38 Senior Vice President and Director of Commercial 2003
Products and Sales of Corporation (August 2003
to present); Vice President and Treasury
Director/Director of Public Funds of Fifth Third
Bank (April 1999 to July 2003); Treasury Sales
Manager of National City Bank (May 1994 to April
1999).

Richard J. Mitsdarfer 55 Senior Vice President and General Auditor of 2002
Corporation (August 1990 to present);
Senior Vice President and General
Auditor of Citizens Bank (July 1987 to
present).

Randall J. Peterson 58 Executive Vice President of Corporation; 2003
Chairman, President and Chief Executive Officer
of F&M Bank-Wisconsin; Chairman of F&M
Bank-Iowa; and Chairman of Citizens
Bank-Illinois, N.A. (April 2003 to present);
Consultant to Halron Oil Co., Inc. (February
2002 to April 2003); President and Chief
Executive Officer of Associated Bank Green Bay
and Executive Vice President of Associated
Banc-Corp. (December 1998 to January 2002).

YEAR BECAME
EXECUTIVE OFFICER OF
NAME AGE FIVE-YEAR BUSINESS EXPERIENCE THE CORPORATION

Logan M. Pichel 39 Senior Vice President and Head of Retail 2004
Delivery of Corporation (November 2002 to
present); Administrative Vice President and
Regional Sales Manager for the retail bank of
M&T Bank (October 2000 to October 2002); Vice
President, Consumer Direct Mortgage Originations
of M&T Mortgage Corporation (January 1994 to
September 2000).

Clinton A. Sampson 58 Executive Vice President and Regional Chairman 2003
of Corporation (November 2003 to present);
President, Northeast Ohio Region of Bank One
Corporation (December 2002 to October 2003);
President, Cleveland Market of Bank One
Corporation (September 1999 to December 2002).

Wayne G. Schaeffer 57 Executive Vice President of Corporation 1987
(December 1993 to present); Executive Vice
President-Consumer Banking of Citizens Bank
(June 2002 to present); President-South East
Region of Citizens Bank (June 1996 to June
2002); President and Manager of Citizens Bank
Consumer Finance, LLC (September 2000 to
present).

James A. Schmelter 41 Executive Vice President of Corporation and 2003
President of Citizens Bank Wealth Management,
N.A. (September 2003 to present); Market
Business Manager, Private Client Sales of Bank
One Corporation (August 2001 to August 2003);
First Vice President, Commercial Banking of Bank
One Corporation (January 1999 to July 2001).

John D. Schwab 59 Executive Vice President and Chief Credit 2002
Officer of Corporation and of Citizens Bank
(November 2002 to present); Senior Vice
President and Senior Credit Officer of Bank One
Corporation (November 1998 to July 2002); Senior
Vice President and Chief Credit Officer of
Regional Bank, First Chicago NBD (July 1997 to
November 1998).

CODE OF ETHICS

The Corporation has a code of ethics that applies to all of its
employees and its 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 Corporation's website at www.citizensonline.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, such waiver will be posted on the
website at the address specified above.

EXECUTIVE COMPENSATION

The following table provides certain summary information concerning
compensation paid or accrued by the Corporation and its subsidiaries, to or on
behalf of the Corporation's Chief Executive Officer and each of the four other
most highly compensated executive officers of the Corporation who were serving
as such at December 31, 2003 (the "Named Officers") for each of the last three
calendar years:

SUMMARY COMPENSATION TABLE

- -------------------------------------------------------------------------------------------------------------------------------
ANNUAL COMPENSATION LONG TERM COMPENSATION

---------------------------
AWARDS
------------ ----------- ---------------- ------------- -------------
OTHER ANNUAL RESTRICTED SECURITIES ALL OTHER
NAME AND PRINCIPAL YEAR SALARY ($) BONUS ($) COMPENSATION STOCK UNDERLYING COMPENSATION(1)
POSITION ($) AWARDS ($) OPTIONS/ ($)
SARS(#)
- -------------------------------------------------------------------------------------------------------------------------------

William R. Hartman 2003 571,154 292,214 225,000 41,402
Chairman, President and 2002 442,211 20,000(4) 72,420(5) 27,862(6) 225,000 61,575
Chief Executive Officer(2)
- ------------------------------ -------- ------------ ----------- ---------------- ------------- ------------- -----------------
Charles D. Christy 2003 260,000 101,640 25,000 10,278
Executive Vice President 2002 83,000 130,000(7) 94,863(8) 5,000(9) 85,000 131,499
and Chief Financial Officer(3)
- ------------------------------ -------- ------------ ----------- ---------------- ------------- ------------- -----------------
Wayne G. Schaeffer 2003 236,385 93,821 22,000 12,681
Executive Vice President 2002 227,832 - 0 - 20,000 9,916
2001 200,707 65,516 27,400 8,651
- ------------------------------ -------- ------------ ----------- ---------------- ------------- ------------- -----------------
John D. Schwab 2003 225,961 89,913 22,000 42,344
Executive Vice President 2002 28,557 50,000(11) 65,000 238
& Chief Credit Officer (10)
- ------------------------------ -------- ------------ ----------- ---------------- ------------- ------------- -----------------
Randall J. Peterson 2003 159,923 93,601(13) 68,000 4,084
Executive Vice President
& Regional Chairman,
Wisconsin, Iowa, Illinois(12)
- ------------------------------ -------- ------------ ----------- ---------------- ------------- ------------- -----------------

(1) The amounts set forth in the "All Other Compensation" column for 2003
represent: (i) matching contributions on behalf of each of the Named Officers to
the Corporation's Section 401(k) Plan in the amount of $10,500, except for
Messrs. Christy and Peterson whose matching contributions were $9,000 and $2,221
respectively; (ii) insurance payments with respect to term life insurance as
follows: Mr. Hartman $4,902, Mr. Christy $1,278, Mr. Schaeffer $2,181, Mr.
Schwab $3,955 and Mr. Peterson $1,863; and (iii) director fees in the amount of
$26,000 paid to Mr. Hartman for services as a director of the Corporation.; and
(iv) relocation assistance for Mr. Schwab in the amount of $27,889.

(2) Mr. Hartman was hired by the Corporation in February 2002.

(3) Mr. Christy was hired by the Corporation in September 2002.

(4) Represents a relocation bonus paid to Mr. Hartman as required by his
employment agreement upon relocating his residence near the Corporation's
headquarters to reimburse him for legal and other professional expenses incurred
by him in connection with his acceptance of the position of president and chief
executive officer of the Corporation.

(5) The amount in the table represents (i) a country club initiation fee and
annual dues of $44,900, (ii) an automobile allowance and related expenses of
$17,028 incurred in connection with the discontinuation of the Corporation's
automobile program, and (iii) a tax gross up of $10,492 associated with
relocation benefits paid.

(6) The shares shown for Mr. Hartman include 20,000 shares which were awarded to
him as restricted shares under the Corporation's Stock Compensation Plan in
connection with his appointment as president and chief executive officer of the
Corporation. The transfer restrictions on 4,000 of these shares lapsed on May
25, 2002. On each of February 25, 2003 and on February 25, 2004, the transfer
restrictions on an additional 4,000 of the shares lapsed. Assuming his continued
employment, the transfer restrictions on the remaining 8,000 shares will lapse
at the rate of 4,000 shares per year on February 25 of each of the next two
years. In addition, Mr. Hartman voluntarily relinquished his right to receive a
guaranteed cash bonus in the amount of $200,000 pursuant to the provisions of
his employment agreement. In lieu of the bonus, Mr. Hartman received a grant of
7,862 shares of Common Stock (which had a fair market value of $200,000 on the
date of grant). The Common Stock is not permitted to be sold as long as he
remains employed by the Corporation. At December 31, 2003, Mr. Hartman held
19,862 shares of restricted stock of the Corporation. Such shares are valued at
$649,884 as of such date based on the closing price as quoted on the Nasdaq
National Market. Mr. Hartman is entitled to vote the restricted stock and to
receive dividends thereon.

(7) Represents a signing bonus paid to Mr. Christy in connection with his hiring
and relocation to Michigan.

(8) The amount in the table represents (i) a country club initiation fee of
$42,500 and (ii) a tax gross up of $52,363 associated with relocation benefits
paid.

(9) The shares shown for Mr. Christy were awarded to him as restricted shares
under the Corporation's Stock Compensation Plan in connection with his
appointment as executive vice president and chief financial officer of the
Corporation. The transfer restrictions on 1,000 of these shares lapsed on
December 3, 2002 and on September 3, 2003, the transfer restrictions on an
additional 1,000 of the shares lapsed. Assuming his continued employment, the
transfer restrictions on the remaining 3,000 shares will lapse at the rate of
1,000 shares per year on September 3 of each of the next three years. At
December 31, 2003, Mr. Christy held 3,000 shares of restricted stock of the
Corporation. Such shares are valued at $98,160 as of such date based on the
closing price as quoted on the Nasdaq National Market. Mr. Christy is entitled
to vote the restricted stock and to receive dividends thereon.

(10) Mr. Schwab was hired by the Corporation in November 2002.

(11) Represents a signing bonus paid to Mr. Schwab in connection with his hiring
by the Corporation.

(12) Mr. Peterson was hired by the Corporation in April 2003.

(13) Of the $93,601 bonus figure shown for Mr. Peterson, $25,000 represents a
signing bonus.

STOCK OPTION GRANTS

The following table contains information concerning the grant of stock
options under the Corporation's Stock Compensation Plan to the Named Officers
during 2003.

- -------------------------------------------------------------------------------------------------------------------
OPTION/SAR GRANTS IN LAST FISCAL YEAR

- -------------------------------------------------------------------------------------------------------------------
INDIVIDUAL GRANTS(1)

- -----------------------------------------------------------------------------------

NUMBER OF % OF TOTAL
SECURITIES OPTIONS/ POTENTIAL REALIZABLE
UNDERLYING SARS VALUE AT ASSUMED ANNUAL
OPTIONS GRANTED TO EXERCISE OR RATE OF STOCK PRICE
/SARS EMPLOYEES IN BASE PRICE EXPIRATION APPRECIATION FOR
NAME GRANTED (#) FISCAL YEAR ($/SH) DATE OPTION TERM(2)
------------------------
5%($) 10%($)
- ------------------------------------------------------------------------------------------------------------------

W.R. Hartman 225,000 18.33% 26.01 5/29/13 3,680,449 9,326,979

C.D. Christy 25,000 2.04% 26.01 5/29/13 408,939 1,036,331

W.G. Schaeffer 22,000 1.79% 26.01 5/29/13 359,866 911,971

J.D. Schwab 22,000 1.79% 26.01 5/29/13 359,866 911,971

R. J. Peterson 50,000 4.07% 23.10 4/7/13 726,373 1,840,773
18,000 1.47% 26.01 5/29/13 294,436 746,158
- ------------------------------------------------------------------------------------------------------------------

(1) These stock options are nonqualified stock options and, except for 50,000 of
the stock options granted to Mr. Peterson, were granted on May 29, 2003 pursuant
to the Corporation's Stock Compensation Plan. The 50,000 stock options granted
to Mr. Peterson were granted on April 7, 2003 in connection with the
commencement of his employment. All of the options granted are exercisable in
whole or in part during the term thereof once vested. Generally, such options
will become vested at the rate of 20% per year and will become 100% vested after
5 years from the date of grant. In the event of a change in control of the
Corporation, the options granted to all Named Officers will immediately become
exercisable in full.

(2) Such "potential realizable values" represent the value of such options at
the end of their term, assuming a 5% and 10% appreciation in the price of the
Common Stock compounded annually over the term without discounting for
inflation. The actual value of such options is dependent upon actual
appreciation in the market price of the Common Stock during the term of the
options.

OPTION/SAR EXERCISES AND HOLDINGS

The following table provides information, with respect to the Named
Officers, about the unexercised options and stock appreciation rights held as of
the end of 2003. None of the Named Officers exercised any options or stock
appreciation rights during 2003.

- --------------------------------------------------------------------------------------
NUMBER OF SECURITIES
UNDERLYING UNEXERCISED VALUE OF UNEXERCISED IN-THE-
OPTIONS/SARS AT FISCAL MONEY OPTIONS/SARS AT
NAME YEAR END (#) FISCAL YEAR END ($)(1)
--------------------------------- -------------------------------
EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ---------------------------------------------------------------------------------------

W.R. Hartman 6,750 443,250 4,928 1,669,072
C.D. Christy -0- 110,000 -0- 755,100
W.G. Schaeffer 103,256 93,594 965,150 647,473
J. D. Schwab 13,000 74,000 98,930 543,340
R.J. Peterson -0- 68,000 -0- 601,780

- --------------------------------------------------------------------------------------

(1) The value set forth in the table was calculated by subtracting the exercise
price of the options from the closing price of the Common Stock at year end and
then multiplying the difference by the number of shares subject to such options.

PENSION PLANS

Effective January 1, 2002, the Corporation's final average pay defined
benefit pension plan was changed to a cash balance defined benefit pension plan.
Although benefits earned through December 31, 2001 under the final pay pension
plan are protected as minimum benefits and participants have a five-year window
to elect either old or new benefits, all future benefits otherwise will be
earned under the cash balance pension plan. Certain of the Named Officers also
have supplemental retirement arrangements. These programs are described below.

FINAL AVERAGE PAY PENSION PLAN. Under the old final average pay pension
plan, retirement benefits payable as a life annuity at the normal retirement age
of 65 were based on a participant's average monthly compensation and years of
service. Compensation was averaged over the 60 consecutive months of the
participant's last 120 months in which he or she received the greatest amount.
Compensation was defined as the participant's base salary, exclusive of bonuses,
overtime, and fringe benefits, but included the participant's 401(k) salary
reduction contributions. Annual compensation over the federal tax law limit was
not considered. Benefits were not subject to offset for Social Security or other
benefits.

The following table shows the estimated annual pension benefits payable
to the Named Officers at normal retirement age under the final average pay
pension plan, based on remuneration that is covered under the plan, years of
service with the Corporation and its subsidiaries, and cessation of accruals as
of December 31, 2001.

PENSION PLAN TABLE

- ------------------------------------------------------------------------------------------------

YEARS OF CREDITED SERVICE
REMUNERATION
15 20 25 30 35
- ------------------------------------------------------------------------------------------------

$125,000 $29,000 $39,000 $49,000 $59,000 $69,000
150,000 36,000 48,000 60,000 72,000 84,000
175,000 43,000 57,000 71,000 86,000 100,000
200,000 50,000 66,000 83,000 99,000 116,000
- ------------------------------------------------------------------------------------------------

Mr. Schaeffer is the only Named Officer who participated in this plan.
The covered remuneration for Mr. Schaeffer under this plan is $200,000 (the
maximum covered amount permitted under federal tax law) and his estimated
credited years of service are 19.

CASH BALANCE PENSION PLAN. As of January 1, 2002, each participant's
age 65 lifetime annuity benefit under the final average pay pension plan was
converted to a present value amount, based on stated assumptions of life
expectancy and interest rates. This amount was then increased by 5% as a special
one-time plan inception contribution, yielding each participant's January 1,
2002 opening cash balance in the cash balance pension plan, which is shown on
the plan's records as a bookkeeping account.

At the close of each subsequent year of participation in the plan, an
employee's cash balance pension plan account is credited with two amounts.
First, there is a credit of 4% of the participant's total compensation earned
for the year. For this purpose, compensation includes a participant's base
salary, plus bonuses, overtime and taxable fringe benefits, as well as any
elective salary reduction contribution made by the participant to the
Corporation's 401(k) plan. However, the plan does not consider annual
compensation in excess of the federal tax law limit, which was $200,000 for
2003. Participants who were age 35 or older with at least 10 years of service as
of December 31, 2001 also received an additional annual transition credit as
follows: ages 35-39 0.5%; ages 40-44 1.5%; ages 45-49 2.5%; and ages 50 and
older 3.0%. Second, each participant's bookkeeping account as of January 1 of
each year is credited with interest at an assumed rate equal to the 30-year U.S.
Treasury bond rate in effect for November of the previous year. The rate used
for 2003 was 4.96%.

Participants in the cash balance pension plan are entitled to a lump
sum distribution of their accumulated bookkeeping account upon retirement or may
elect to have this balance transferred to one of various lifetime annuity
options using the plan's stated actuarial assumptions for the age at which
payments are to begin. There is no offset for Social Security or other benefits.
Estimated lump sum benefits, based on projected future earnings and interest
rates, and corresponding annual lifetime annuity amounts, payable at age 65 to
each of the Named Officers, are as follows:

- ------------------------------------------------------------------------------------------------------------------
PROJECTED LUMP SUM BALANCE PLAN ALTERNATIVE ANNUAL LIFE ANNUITY
NAME BENEFIT AT AGE 65 BENEFIT AT AGE 65
- ------------------------------------------------------------------------------------------------------------------

W.R. Hartman $142,214 $12,181
C.D. Christy $277,182 $23,791
W.G. Schaeffer $727,793 $62,335
J. D. Schwab $67,414 $5,774
R.J. Peterson $68,056 $5,829
- ------------------------------------------------------------------------------------------------------------------

The Corporation has an agreement with Mr. Hartman, providing that he
will be entitled to receive a supplemental benefit from the Corporation if the
sum of his pension benefits under the cash balance pension plan described above
and Social Security retirement benefits at age 65 do not equal at least 60% of
his average annual base salary and bonus over the consecutive 36-month period in
which he received the highest compensation during his final 60 months of
employment, with appropriate percentage reductions in the event of his
retirement before age 65. For Mr. Hartman, this minimum benefit payable annually
for life at age 65 is estimated to be $41,847. If Mr. Hartman's pension and
Social Security benefits exceed these amounts, no supplemental benefits are
payable.

CHANGE IN CONTROL, SEVERANCE AND EMPLOYMENT AGREEMENTS

The Corporation has change in control agreements with each of the Named
Officers. Each agreement provides severance benefits to the Named Officer if
there is a change in control of the Corporation and the Named Officer's
employment with the Corporation is actually or constructively terminated at any
time within three months prior to or on the date of such change in control, or
within twenty-four months thereafter. A "change in control" of the Corporation
is generally defined as the acquisition by any person or group of 20% or more of
the outstanding Common Stock in a transaction which has not been approved by a
majority of the board of directors, a liquidation or dissolution of the
Corporation, a sale of substantially all of the assets of the Corporation, a
merger, consolidation or combination in which the shareholders of the
Corporation immediately before such a transaction do not continue to control
more than 65% of the voting power of the resulting entity or, under certain
circumstances, a change in the majority of the members of the board of directors
within a two-year period. A Named Officer's employment is deemed to have been
constructively terminated following a change in control if (i) there is a
significant reduction in the scope of the Named Officer's authority or in the
extent of such Officer's powers, functions, duties or responsibilities, (ii)
there is a reduction in the Named Officer's rate of compensation, (iii) fringe
benefits are not provided to such Named Officer on a basis commensurate with
other executives of the Corporation, or (iv) there are changes in the Named
Officer's responsibilities which would require moving such Officer's job
location outside of lower Michigan or in the case of Mr. Peterson, outside of
the State of Wisconsin.

Each change in control agreement continues until two years after a
change in control of the Corporation and generally provides severance benefits
of a lump-sum payment equal to three years' salary and three years' bonus plus
medical, dental and life insurance coverage for a period of three years.
Further, each change in control agreement provides for additional payments to
make the Named Officer whole, on an after-tax basis, for any excise tax imposed
by Section 4999 of the Code. Any Named Officer whose employment is terminated
and who thereafter receives the benefits provided under such change in control
agreement may not, for a period of twenty-four months following termination of
employment, accept employment, consult for or otherwise assist any other
financial institution which conducts business from a location within fifty (50)
miles of any location of the Corporation or its subsidiary banks.

The Corporation entered into an employment agreement with Mr. Hartman
in February 2002 in connection with his appointment as chief executive officer
of the Corporation. This agreement was amended and restated in May 2003 (the
"Amended Agreement"). The Amended Agreement is for a five year term with
automatic one year extensions commencing on the first anniversary date and
continuing each year thereafter unless notice of nonrenewal is provided by
either of the parties. The Amended Agreement provides for a minimum base salary
of $575,000 in 2003 as well as participation in all of the Corporation's
executive compensation and benefit plans. If Mr. Hartman's employment is
terminated without cause, he is entitled to a lump sum payment equal to five
times his current base salary plus his average annual bonus over the preceding
five years, and all outstanding options and restricted stock held by him will
immediately vest. Mr. Hartman has agreed not to compete with the Corporation
during the term of the agreement or for five years after termination.

COMPENSATION AND HUMAN RESOURCES COMMITTEE REPORT ON EXECUTIVE COMPENSATION

The compensation and human resources committee (the "Compensation
Committee") of the board of directors of the Corporation presently consists of
four directors who are not employed by the Corporation and are not eligible to
participate in any of the Corporation's benefit plans other than the Stock
Compensation Plan and the Directors Deferred Compensation Plan. The following
report is submitted by the Compensation Committee.

OVERVIEW AND PHILOSOPHY. The Compensation Committee, pursuant to
authority delegated by the board of directors of the Corporation, is responsible
for determining and implementing compensation and benefit systems for executive
officers and other employees of the Corporation. The Compensation Committee
determines the annual salaries and other compensation for executive officers
based upon recommendations from the Corporation's chief executive officer, as
well as information from the Corporation's human resources department and
independent outside consultants. With respect to the compensation of the
Corporation's chief executive officer, in addition to the utilization of the
Corporation's human resources department and independent outside consultants,
the members of the board of directors also provide input and recommendations.
The Compensation Committee's determinations relating to executive compensation
are intended to:

* align the financial interests of the executive officers with
the long-term interests of the Corporation's shareholders;

* attract and retain high performing executive officers to lead
the Corporation to greater levels of profitability; and

* motivate executive officers to attain the Corporation's
performance goals by placing a significant portion of such
officers' financial reward at risk relative to achievement of
Corporate goals.

In furtherance of these objectives, the compensation package structured
for the Corporation's executive officers has three primary components: base
compensation (including salary, pension, welfare benefits and perquisites),
annual cash bonus awards, which may be made under the Management Incentive Plan
("MIP") or otherwise, for performance during the year, and long term,
stock-based compensation generally awarded under the Corporation's Stock
Compensation Plan (the "Plan"). This Plan provides for stock-based compensation
and is intended to motivate participants and promote the long-term growth and
profitable operation of the Corporation.

BASE COMPENSATION. Given the Compensation Committee's continuing
emphasis on performance-based long-term and short-term compensation, base
compensation for executive officers has been established by the Compensation
Committee at competitive levels based upon information available to the
Compensation Committee relating to compensation for corresponding executive
positions at peer group financial institutions, with a similar company focus,
growth and earnings factors, asset size, and outside investment analyst reviews.
Executive officer salaries are evaluated by the Compensation Committee on a
periodic basis utilizing information from independent outside compensation
consultants, the Corporation's human resources department and the Corporation's
chief executive officer. Input from the members of the Corporation's board of
directors is utilized with respect to the salary of the chief executive officer.
To determine the actual base salary for each executive officer, the Compensation
Committee also takes into account individual performance, experience, and unique
contributions or needs for certain expertise required by the Corporation.

Base Compensation of Chief Executive Officer. The Compensation
Committee reviewed Mr. Hartman's performance for 2002 in January of 2003 and
awarded him a 9.52% merit increase effective January 24, 2003. In support of
such increase, the Compensation Committee noted that Mr. Hartman's current base
salary was under market according to information supplied to the Compensation
Committee by the Corporation's independent outside consultants based on
comparative data for peer group financial institutions. Also in support of such
increase, the Compensation Committee noted Mr. Hartman's promotion in January of
2003 to the position of chairman of the Corporation's board of directors and the
additional responsibilities which accompany that position. The Compensation
Committee further cited several accomplishments of Mr. Hartman during 2002,
primarily focusing on the following. First, the Committee noted Mr. Hartman's
development of a new vision statement for the Corporation and a new strategic
plan designed to embrace all of the elements of the vision statement. Second,
the Compensation Committee noted Mr. Hartman's aggressive strengthening of the
Corporation's management team through his attracting and hiring of seasoned
managerial talent from within the financial services industry to fill key
positions within the Corporation. Third, the Committee noted Mr. Hartman's
oversight in developing a substantially enhanced credit policy and procedures to
both streamline the process for granting credit and to improve and strengthen
the overall credit quality of the Corporation. Fourth, the Committee observed
Mr. Hartman's proactive approach in working with the board of directors to
develop and formalize a new and ongoing corporate governance initiative
consistent with both the letter and spirit of the Sarbanes-Oxley Act of 2002.
Finally, the Committee noted the establishment of "Citizens University" under
Mr. Hartman's direction, a program that essentially all employees of the
Corporation have completed, which is designed to foster and promote each
employee's understanding of the elements of the vision statement.

BONUS COMPENSATION. All of the Corporation's executive officers
participate in the MIP. The MIP is designed to motivate participating officers
of the Corporation and its subsidiaries to achieve strategic goals; to
strengthen links between pay and performance; and to align management more
closely with the interests of shareholders. The amount of an individual's MIP
award is a function of (i) the individuals salary, (ii) the "participation rate"
established by the Compensation Committee for the individual, and (iii) the
performance of the Corporation in terms of net income, return on equity and
revenue. The performance factors are weighted so as to place the most emphasis
on net income, less on return on equity and less still on revenue. There is a
minimum threshold for each performance factor which must be achieved before any
bonus will be awarded in connection with that factor. Award payouts increase as
the Corporation's net income, return on equity and revenue increase, up to an
amount not to exceed 150% of the targeted bonus amount.

Chief Executive Officer Award. The bonus earned by Mr. Hartman in 2003
was awarded to him under the MIP and the amount was calculated in the manner
described above which was approximately 78% of the targeted bonus amount.

LONG-TERM STOCK-BASED COMPENSATION. The Corporation's Stock
Compensation Plan provides for a variety of different types of compensation
arrangements, such as stock options, restricted stock and stock appreciation
rights, which increase in value as the value of the Common Stock increases. The
purpose of these and similar long-term compensation arrangements is to more
closely align the financial interests of executive officers and other key
employees with the long-term interests of the Corporation's shareholders by
linking a significant portion of their compensation directly to stock price
growth or decline.

In furtherance of such purpose, the Compensation Committee generally
makes annual grants to executive officers of stock options with an exercise
price equal to the fair market value of the Common Stock on the date of grant.
Such options vest and generally become exercisable at the rate of 20% per year
and as such will become 100% vested after 5 years. The Compensation Committee
has adopted option grant guidelines to reflect competitive practices of other
similarly situated financial institutions. These guidelines, implemented by the
Compensation Committee with the assistance of the Corporation's outside
compensation consultants, employ a modified Black-Scholes option valuation model
to estimate the present value of long-term incentive compensation for
corresponding executive positions at similarly situated and performing financial
institutions. A similar analysis is performed to determine the comparative value
of an option to be awarded. Based upon this information and other information
concerning compensation practices within the financial services industry, an
appropriate participation rate is assigned and reassessed annually for each of
the executive officers in the Plan. The option grant size for each executive
officer is then determined by dividing the product of the plan participant's
base salary and plan participation rate by the derived fair market value of an
option to be awarded under the Plan, subject to being increased or decreased by
the Compensation Committee based upon its evaluation of the officer's individual
performance during the prior year.

Chief Executive Officer Long Term Compensation. Mr. Hartman received an
option grant from the Committee in the amount of 225,000 shares during 2003 as
provided in his amended employment contract. The Committee noted that the
formula discussed above would have resulted in a similar grant amount.

Deductibility of Executive Compensation. Section 162(m) of the Code
restricts the deductibility of executive compensation paid to the Corporation's
Chief Executive Officer and any of the four other most highly compensated
executive officers at the end of any fiscal year to not more than $1,000,000 in
annual compensation (including gain from the exercise of certain stock option
grants). Certain performance-based compensation is exempt from this limitation
if it complies with the various conditions described in Section 162(m). The Plan
and its predecessor plans contain a restriction on the number of options that
may be granted which is intended to cause compensation realized in connection
with the exercise of options granted under the Plan and its predecessor plans to
comply with these conditions and be exempt from the Section 162(m) restriction
on deductibility.

The Compensation Committee does not believe that other components of
the Corporation's compensation program are likely to result in payments to any
executive officer in any year which would be subject to the restriction on
deductibility and has concluded that no further action with respect to
qualifying such compensation for deductibility is necessary at this time. The
Compensation Committee intends to continue to evaluate from time to time the
advisability of qualifying future executive compensation programs for exemption
from the Section 162(m) restriction on deductibility.

KENDALL B. WILLIAMS, CHAIRMAN

BENJAMIN W. LAIRD, VICE CHAIRMAN

LAWRENCE O. ERICKSON

STEPHEN J. LAZAROFF

SHAREHOLDER RETURN

Set forth below is a graph which summarizes the cumulative return
experienced by the Corporation's shareholders over the past five years compared
with the S&P 500 Index and the Keefe, Bruyette & Woods, Inc. 50 Bank Index. Such
presentation assumes that the value of the investment in the Corporation's
Common Stock and each index was $100 on December 31, 1998 and that all dividends
were reinvested.

Cumulative Total Returns
Five Years Ended December 31, 2003
Value At Year End

[LINE GRAPH]

Citizens KBW 50 S&P 500

1998 $100 $100 $100
1999 $ 69 $ 96 $121
2000 $ 93 $116 $110
2001 $110 $111 $ 97
2002 $ 86 $103 $ 76
2003 $118 $138 $ 97

COMPENSATION COMMITTEE INTERLOCKS AND CERTAIN TRANSACTIONS AND RELATIONSHIPS

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION. Messrs.
Lawrence O. Erickson, Benjamin W. Laird, Stephen J. Lazaroff and Kendall B.
Williams served on the Compensation Committee throughout the last completed
fiscal year. None of these individuals are or have been employees of the
Corporation and none have had any transactions with the Corporation requiring
disclosure in this proxy statement.

OTHER TRANSACTIONS WITH OFFICERS AND DIRECTORS. During 2003, the
banking subsidiaries of the Corporation had, and expect to have in the future,
banking transactions, in the ordinary course of business, with directors,
officers and their associates. These transactions were made on substantially the
same terms, including interest rate charges and collateral requirements, as
comparable transactions made with unrelated parties prevailing at the time of
such transactions and did not involve more than the normal risk of
collectability or present other unfavorable features.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Under the securities laws of the United States, the Corporation's
directors, executive officers and any persons holding more than 10% of the
Common Stock (collectively, the "Reporting Persons") are required to report
their ownership of the Common Stock and any changes in that ownership to the
Commission. Specific due dates for these reports have been established and
pursuant to applicable rules, the Corporation is required to report in its proxy
statement any failure to file by these due dates. Based on certifications
received from the Reporting Persons and on copies of the reports that such
persons have filed with the Commission, all required reports of Reporting
Persons have been timely filed with the Commission for 2003.

INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

GENERAL

In 2003, Ernst & Young LLP ("E&Y") performed audit and audit related
services for the Corporation and its subsidiaries which included examination of
the consolidated financial statements of the Corporation, and consultation with
the Corporation and its subsidiaries on accounting and reporting matters. The
Audit Committee has appointed E&Y as independent auditors for 2004.
Representatives of E&Y will attend the annual meeting, will have an opportunity
to make a statement and will be available to answer questions that may be asked
by shareholders.

FEES

AUDIT FEES. E&Y billed the Corporation a total of $672,800 and $409,900
during 2003 and 2002, respectively, for professional services in connection with
the audit of the Corporation's annual financial statements and the review of the
quarterly financial statements during each such year.

AUDIT RELATED FEES. E&Y billed the Corporation a total of $97,978 and
$92,965 during 2003 and 2002, respectively, for assurance and related services
that were reasonably related to the performance of the audit and review of the
financial statements, including audits of the Corporation's benefit plans and a
report on controls relating to employee benefit plans operated through its
wholly owned subsidiary Citizens Bank Wealth Management, N.A.

TAX FEES. E&Y billed the Corporation a total of $4,975 and $43,784
during 2003 and 2002, respectively, for tax compliance, tax advice and tax
planning services.

ALL OTHER FEES. E&Y billed the Corporation a total of $28,890 and
$893,920 for other services rendered during 2003 and 2002, respectively. The
2003 fees related primarily to cash management software usage and litigation
advisory services. The 2002 fees related primarily to the outsourcing of the
internal audit function which services terminated as of December 31, 2002.

Although the Corporation has not to date developed a formal process for
pre-approval of audit and non-audit services provided by E&Y, it is the policy
of the Corporation that the audit committee of the board of directors approve in
advance all audit services and permissible non-audit services provided by the
Corporation's independent auditors.

SHAREHOLDER PROPOSALS AND NOMINEES

SHAREHOLDER PROPOSALS

Any proposal by a shareholder of the Corporation to be considered for
inclusion in the proxy statement for the 2005 annual meeting must be received by
Thomas W. Gallagher, the secretary of the Corporation, by the close of business
on November 15, 2004. In addition to applicable rules of the Commission for
inclusion of shareholder proposals in the Corporation's proxy statement, the
Corporation's 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 the secretary of the Corporation, either by
personal delivery or by United States mail, postage prepaid, not later than 90
days in advance of such meeting. If the annual meeting date has been advanced to
a date earlier than the last Thursday in January, then in order to be brought
properly before the annual meeting, notice of such 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 the Corporation's bylaws. The
Corporation also expects the persons named as proxies for the 2005 annual
meeting of shareholders to use their discretionary voting authority, to the
extent permitted by law, with respect to any proposal presented at that meeting
by a shareholder who does not provide the Corporation with written notice of
such proposal during the period provided in the Corporation's bylaws.

NOMINEES

Shareholders proposing director nominees at any annual meeting of
shareholders must provide written notice of such intention, along with certain
information regarding the proponent and the nominees as provided in the bylaws,
to the secretary of the Corporation at least 90 days prior to an annual
shareholders meeting for which such nominations are proposed. If the annual
meeting date has been advanced to a date earlier than the last Thursday in
January then notice of such 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 committee may seek
additional biographical and background information from any candidate that must
be received on a timely basis to be considered by the corporate governance and
nominating committee. The corporate governance and nominating committee policy
is to review the qualifications of candidates submitted for nomination by
shareholders and evaluate them using the same criteria used to evaluate
candidates submitted by the board for nomination.

SHAREHOLDER COMMUNICATIONS WITH THE BOARD OF DIRECTORS

Although the Corporation has not to date developed formal processes by
which shareholders may communicate directly with directors, it believes that its
informal process, in which any communication sent to the board of directors
either generally or in care of the Chief Executive Officer, Corporate Secretary,
or another corporate officer, has served the board's and the Corporation's
shareholders' needs.

In view of recently adopted Commission disclosure requirements related
to this issue, the corporate governance and nominating committee is developing
more specific procedures. Until any other procedures are developed and posted on
the Corporate Governance page in the Investor Relations section of the
Corporation's website at www.citizensonline.com, any communication to the board
of directors may be mailed to the board, in care of the Secretary of the
Corporation, 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. The Secretary of the Corporation
will make copies of all such communications and circulate them to the
appropriate director or directors.

OTHER MATTERS

The board of directors is not aware of any other matters which may come
before the meeting. However, should any such matters properly come before the
meeting, it is the intention of the persons named in the accompanying proxy to
vote in accordance with their judgment on such matters.

CITIZENS BANKING CORPORATION

/s/ Thomas W. Gallagher
Thomas W. Gallagher
General Counsel and Secretary

Flint, Michigan
March 16, 2004

APPENDIX A

CITIZENS BANKING CORPORATION
AUDIT COMMITTEE CHARTER

Organization

This charter governs the operations of the audit committee (the
"Committee") of Citizens Banking Corporation (the "Company"). The
Committee shall review and reassess the adequacy of this charter at
least annually and obtain the approval of the Company's board of
directors for any proposed amendments to this charter. The Committee
shall be appointed by the board of directors and shall be comprised of
at least three directors, each of whom shall be determined to be an
"independent director" pursuant to the applicable rules of The Nasdaq
Stock Market and the U.S. Securities and Exchange Commission (the
"SEC"). All committee members shall be financially literate, or shall
become financially literate within a reasonable period of time after
appointment to the Committee, and at least one member shall have
accounting or related financial management expertise based on past
employment experience, professional certification in accounting or any
other comparable experience or background. No member may have
participated in the preparation of the financial statements of the
Company or any current subsidiary of the Company at any time during the
past three years.

Statement of Policy

The Committee shall provide assistance to the board of directors in
fulfilling their oversight responsibility to the shareholders,
potential shareholders, the investment community, regulatory agencies
and others relating to the Company's financial statements and the
financial reporting process, the systems of internal accounting and
financial controls, the internal audit function, the annual independent
audit of the Company's financial statements, and the legal, compliance
and ethics programs as established by management and the board of
directors. In so doing, it is the responsibility of the Committee to
maintain free and open communication between the Committee, the
independent auditors, the internal auditors and management of the
Company. In discharging its oversight role, the Committee is empowered
to investigate any matter brought to its attention with full access to
all books, records, facilities, and personnel of the Company and the
power to retain outside counsel, or other experts for this purpose.

Responsibilities and Processes

The primary responsibility of the Committee is to oversee the Company's
financial reporting process on behalf of the board of directors and
report the results of their activities to the board. Management is
responsible for preparing the Company's financial statements, and the
independent auditors are responsible for auditing those financial
statements. The Committee in carrying out its responsibilities believes
its policies and procedures should remain flexible, in

A-1

order to best react to changing conditions and circumstances. The
Committee should take the appropriate actions to set the overall
corporate tone for quality financial reporting, sound business risk
practices, and ethical behavior.

The following shall be the principal responsibilities and the recurring
processes of the Committee in carrying out its responsibilities. The
responsibilities and processes are set forth as a guide with the
understanding that the Committee may supplement them as appropriate.

o The Committee shall have a clear understanding with management and
the independent auditors that the independent auditors are
ultimately accountable to the board of directors and the
Committee, as representatives of the Company's shareholders. The
Committee shall have the ultimate authority and responsibility to
appoint, compensate, oversee, evaluate and, where appropriate,
replace the independent auditors, and to approve in advance all
audit services and permissible non-audit services (other than de
minimus non-audit services as defined under SEC rules) provided by
the independent auditors. Annually, the Committee shall review and
recommend to the board the selection of the Company's independent
auditors.

o The Committee shall ensure that the independent auditors prepare
and deliver annually to the Committee a formal written statement
delineating all relationships between the independent auditors and
the Company, consistent with Independent Standards Board Standard
No. 1; actively engage in dialogue with the independent auditors
with respect to all relationships or services disclosed in the
Statement that may impact the independent auditors' objectivity
and independence; and take, or recommend that the board of
directors take, appropriate action to satisfy itself of the
independent auditors' independence.

o The Committee shall discuss with the internal auditors and the
independent auditors the overall scope and plans for their
respective audits including the adequacy of staffing and
compensation. Also, the Committee shall discuss with management,
the internal auditors, and the independent auditors the adequacy
and effectiveness of the accounting and financial controls,
including the Company's system to monitor and manage business
risk, and legal and ethical compliance programs. Further, the
Committee shall meet separately with the internal auditors and the
independent auditors, with and without management present, to
discuss the results of their examinations.

o The Committee shall review the interim financial statements with
management and the independent auditors prior to the filing of the
Company's Quarterly Report on Form 10-Q. Also, the Committee shall
discuss the results of the quarterly review and any other matters
required to be communicated to the Committee by the independent
auditors under generally accepted auditing standards.

A-2

o The Committee shall review with management and the independent
auditors the financial statements to be included in the Company's
Annual Report on Form 10-K (or the annual report to shareholders
if distributed prior to the filing of Form 10-K), including their
judgment about the quality, not just the acceptability, of
accounting principles, the reasonableness of significant
judgments, and the clarity of the disclosures in the financial
statements. Also, the Committee shall discuss the results of the
annual audit and any other matters required to be communicated to
the Committee by the independent auditors under generally accepted
auditing standards.

o The Committee has been designated by the board of directors as the
Qualified Legal Compliance Committee of the Company. In this
capacity, the Committee has the authority to: (i) receive reports
of evidence of a material violation by the Company or any of its
officers, directors, employees or agents, of an applicable U.S.
federal or state securities law, a material breach of a fiduciary
duty arising under U.S. federal or state law, or similar material
violation of any U.S. federal or state law; (ii) inform the
Company's chief legal officer and chief executive officer of any
report of evidence of a material violation; (iii) determine
whether an investigation is necessary, and if so, to notify the
board of directors, initiate an investigation, and retain
additional expert personnel as necessary; (iv) at the conclusion
of any such investigation, recommend implementation of an
"appropriate response" (as defined by rule or regulation of the
SEC) and inform the chief legal officer and chief executive
officer of the results of such investigation and the appropriate
remedial measures to be adopted; and (v) take all other
appropriate action, including notifying the SEC if the Company
fails to implement an appropriate response recommended by the
Committee

o The Committee shall establish procedures for (a) the receipt,
retention and treatment of complaints received by the Company or
the Committee regarding accounting, internal accounting controls,
or auditing matters, and (b) the confidential, anonymous
submission by employees of the Company of concerns regarding
accounting or auditing matters.

The Committee shall also have the following general responsibilities:

o Review and approve any related-party transactions required to be
disclosed in the Company's annual proxy statement pursuant to Item
404 of SEC Regulation S-K.

o Prepare, or assist in the preparation of, the report of the
Committee required by the SEC for inclusion in the proxy
statement.

A-3

o Oversee compliance with the requirements of the SEC for disclosure
of auditors' services and Committee members, member qualifications
and activities.

o Determine appropriate compensation for (i) any registered public
accounting firm engaged for the purpose of rendering or issuing an
audit report or related work or performing other audit, review or
attestation services for the Company, and (ii) any independent
counsel or advisors employed by the Committee. The Company shall
provide appropriate funding, as determined by the Committee, for
payment of such compensation as well as for the ordinary expenses
of the Committee that are necessary or appropriate in carrying out
its duties.

A-4

ANNUAL MEETING OF SHAREHOLDERS OF

CITIZENS BANKING CORPORATION

APRIL 22, 2004

Please date, sign and mail
your proxy card in the
envelope provided as soon
as possible.

\/ Please detach along perforated line and mail in the envelope provided.\/

- ------------------------------------------------------------------------------------------------------------------------------------
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ELECTION OF DIRECTORS.
PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE.
PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE /X/
- ------------------------------------------------------------------------------------------------------------------------------------

1. Election of Class III Directors to serve a three year term and Class II
Director to serve a two year term: The undersigned acknowledges receipt
of the notice of annual meeting of
NOMINEES: shareholders and the proxy statement
/ / FOR ALL NOMINEES ( ) Richard J. Dolinski (Class III - three year term) dated March 16, 2004 and ratifies all
( ) William R. Hartman (Class III - three year term) that the proxies or either of them or
/ / WITHHOLD AUTHORITY ( ) Stephen J. Lazaroff (Class III - three year term) their substitutes may lawfully do or
FOR ALL NOMINEES ( ) Kendall B. Williams (Class III - three year term) cause to be done by virtue hereof and
( ) William C. Shedd (Class II - two year term) revokes all former proxies.
/ / FOR ALL EXCEPT
(See instructions below)

INSTRUCTION: To withhold authority to vote for any individual nominee(s), mark
"FOR ALL EXCEPT" and fill in the circle next to each nominee you
wish to withhold, as shown here: o
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
To change the address on your account, please check the box at right and
indicate your new address in the address space above. Please note that / /
changes to the registered name(s) on the account may not be submitted via
this method.
- --------------------------------------------------------------------------------

Signature of Shareholder Date: Signature of Shareholder Date:
------------------------- --------- ------------------------- -------
NOTE: Please sign exactly as your name or names appear on this Proxy. When shares are held jointly, each holder must sign. When
signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If the signer is a
corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a
partnership, please sign in partnership name by authorized person.

Map to Annual Meeting:

Holiday Inn Gateway Centre
US 23/Hill Road
Flint, Michigan 48507
(Park in Rear For Conference Centre)

[MAP TO ANNUAL MEETING] - FROM NORTH: I-75 South to South
U.S. 23. Exit Hill Road (East).

- FROM EAST AND WEST: I-69 to I-75
South to U.S. 23 South. Exit Hill
Road (East).

- FROM WEST: I-94 to U.S. 23 North.
Exit Hill Road (East).

- FROM SOUTH: I-75 North to I-475
North to Hill Road (West). Exit
Hill Road west (left)

CITIZENS BANKING CORPORATION

APRIL 22, 2004

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned shareholder of Citizens Banking Corporation (the
"Corporation") hereby appoints Joseph P. Day and Lawrence O. Erickson, or either
of them, my proxies or proxy, with full power of substitution to vote all shares
of stock of the Corporation that the undersigned would be entitled to vote at
the annual meeting of shareholders of the Corporation to be held in the
Presidential Ballroom located in the Holiday Inn, Gateway Centre, Flint,
Michigan, on Thursday, April 22, 2004 at 10:00 a.m. local time, and at any
adjournments thereof upon the election of directors as set forth on the reverse
side of this proxy, all of whom are being proposed by the board of directors and
in their discretion, upon such other matters as may properly come before the
meeting including the election of any person to the board of directors where a
nominee named in the proxy statement dated March 16, 2004 is unable to serve or,
for good cause, will not serve. UNLESS A CONTRARY INSTRUCTION IS PROVIDED, THIS
PROXY WHEN PROPERLY EXECUTED WILL BE VOTED FOR EACH NOMINEE NAMED ON THE REVERSE
SIDE OF THIS PROXY.

For participants in the Corporation's Amended and Restated Section 401(k) Plan
("Plan"), this card also provides voting instructions to the trustee under the
plan for the undersigned's allowable portion, if any, of the total number of
shares of common stock of the Corporation held by such Plan as indicated on the
reverse side hereof. These voting instructions are solicited and will be carried
out in accordance with the applicable provisions of the Plan.

(CONTINUED AND TO BE SIGNED ON THE REVERSE SIDE)

ANNUAL MEETING OF SHAREHOLDERS OF

CITIZENS BANKING CORPORATION

APRIL 22, 2004

PROXY VOTING INSTRUCTIONS

MAIL - Date, sign and mail your proxy
card in the envelope provided as soon as ----------------------------------
possible. COMPANY NUMBER
- OR - ----------------------------------
TELEPHONE - Call toll-free 1-800-PROXIES ACCOUNT NUMBER
from any touch-tone telephone and follow ----------------------------------
the instructions. Have your proxy card
available when you call. ----------------------------------
- OR -
INTERNET - Access "WWW.VOTEPROXY.COM"
and follow the on-screen instructions.
Have your proxy card available when you
access the web page.

\/ Please detach along perforated line and mail in the envelope provided IF you are not voting via telephone or the Internet. \/

- ------------------------------------------------------------------------------------------------------------------------------------
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ELECTION OF DIRECTORS.
PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE /X/
- ------------------------------------------------------------------------------------------------------------------------------------

1. Election of Class III Directors to serve a three year term and Class II
Director to serve a two year term: The undersigned acknowledges receipt of the notice
of annual meeting of shareholders and the proxy
NOMINEES: statement dated March 16, 2004 and ratifies all
/ /FOR ALL NOMINEES ( ) Richard J. Dolinski (Class III - three year term) that the proxies or either of them or their
( ) William R. Hartman (Class III - three year term) substitutes may lawfully do or cause to be done by
/ / WITHHOLD AUTHORITY ( ) Stephen J. Lazaroff (Class III - three year term) virtue hereof and revokes all former proxies.
FOR ALL NOMINEES ( ) Kendall B. Williams (Class III - three year term)
( ) William C. Shedd (Class II - two year term)
/ / FOR ALL EXCEPT
(See instructions below)

- --------------------------------------------------------------------------------

To change the address on your account, please check the box at right and
indicate your new address in the address space above. Please note that / /
changes to the registered name(s) on the account may not be submitted via
this method.

Signature of Shareholder Date: Signature of Shareholder Date:
------------------------- --------- ------------------------- -------

NOTE: Please sign exactly as your name or names appear on this Proxy. When shares are held jointly, each holder must sign. When
signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If the signer is a
corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a
partnership, please sign in partnership name by authorized person.