Exhibit 25(d)
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM T-1
STATEMENT OF ELIGIBILITY UNDER
THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE
Check if an Application to Determine Eligibility of
a Trustee Pursuant to Section 305(b)(2)
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U.S. BANK NATIONAL ASSOCIATION
(Exact name of Trustee as specified in its charter)
31-0841368
I.R.S. Employer Identification No.
800 Nicollet Mall
Minneapolis, Minnesota 55402
(Address of principal executive offices) (Zip Code)
David Massa
U.S. Bank National Association
100 Wall Street
New York, NY 10005
(212) 361-4386
(Name, address and telephone number of agent for service)
CITIZENS BANKING CORPORATION
(Exact name of obligor as specified in its charter)
MICHIGAN 38-2378932
(State or other jurisdiction of (I. R. S. Employer
incorporation or organization) Identification No.)
328 SOUTH SAGINAW STREET
FLINT, MICHIGAN 48502
(Address of principal executive offices) (Zip Code)
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SENIOR DEBT SECURITIES
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FORM T-1
ITEM 1. GENERAL INFORMATION. Furnish the following information as to the
Trustee.
a) Name and address of each examining or supervising authority to which
it is subject.
Comptroller of the Currency
Washington, D.C.
b) Whether it is authorized to exercise corporate trust powers.
Yes
ITEM 2. AFFILIATIONS WITH OBLIGOR. If the obligor is an affiliate of the
Trustee, describe each such affiliation.
None
ITEMS 3-15 Items 3-15 are not applicable because to the best of the Trustee's
knowledge, the obligor is not in default under any Indenture for which the
Trustee acts as Trustee.
ITEM 16. LIST OF EXHIBITS: List below all exhibits filed as a part of this
statement of eligibility and qualification.
1. A copy of the Articles of Association of the Trustee.*
2. A copy of the certificate of authority of the Trustee to commence
business.*
3. A copy of the certificate of authority of the Trustee to exercise
corporate trust powers.*
4. A copy of the existing bylaws of the Trustee.*
5. A copy of each Indenture referred to in Item 4. Not applicable.
6. The consent of the Trustee required by Section 321(b) of the Trust
Indenture Act of 1939.*
7. Report of Condition of the Trustee as of March 31, 2006, published
pursuant to law or the requirements of its supervising or examining
authority, attached as Exhibit 7.
* Incorporated by reference to Exhibit 25.1 to Amendment No. 2 to
registration statement on S-4, Registration Number 333-128217 filed on
November 15, 2005.
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SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, as
amended, the Trustee, U.S. BANK NATIONAL ASSOCIATION, a national banking
association organized and existing under the laws of the United States of
America, has duly caused this statement of eligibility to be signed on its
behalf by the undersigned, thereunto duly authorized, all in the City of New
York, State of New York on the 19th of September, 2006.
U.S. BANK NATIONAL ASSOCIATION
By: /s/ Beverly Freeney
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Beverly Freeney
Vice President
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EXHIBIT 7
U.S. BANK NATIONAL ASSOCIATION
STATEMENT OF FINANCIAL CONDITION
AS OF 6/30/2006
($000'S)
6/30/2006
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ASSETS
Cash and Due From Depository Institutions $ 7,250,783
Securities 38,280,379
Federal Funds 3,206,234
Loans & Lease Financing Receivables 138,643,464
Fixed Assets 1,738,725
Intangible Assets 11,772,884
Other Assets 11,661,480
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TOTAL ASSETS $212,553,949
LIABILITIES
Deposits $135,429,440
Fed Funds 9,690,491
Treasury Demand Notes 0
Trading Liabilities 370,355
Other Borrowed Money 32,369,084
Acceptances 0
Subordinated Notes and Debentures 6,909,696
Other Liabilities 6,518,843
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TOTAL LIABILITIES $191,287,909
EQUITY
Minority Interest in Subsidiaries $ 1,033,230
Common and Preferred Stock 18,200
Surplus 11,804,040
Undivided Profits 8,410,170
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TOTAL EQUITY CAPITAL $ 21,265,640
TOTAL LIABILITIES AND EQUITY CAPITAL $212,553,549
To the best of the undersigned's determination, as of the date hereof, the above
financial information is true and correct.
U.S. BANK NATIONAL ASSOCIATION
By: /s/ Beverly Freeney
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Beverly Freeney
Vice President
Date: September 19, 2006
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