1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K [x] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED] For the fiscal year end December 31, 1997 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED] For the transition period from_________________ to__________________ Commission file Number 0-10535 A. Full title of the plan and the address of the plan, if different from that of the issuer named below: CITIZENS BANKING CORPORATION AMENDED AND RESTATED SECTION 401(k) PLAN B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office: CITIZENS BANKING CORPORATION One Citizens Banking Center 328 South Saginaw Street Flint, Michigan 48502 2 SIGNATURES The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized. Date June 22, 1998 /s/ Gary P. Drainville -------------------------------- ------------------------ Gary P. Drainville Chairman, Pension/401(k) Administration Committee /s/ Kurt A. Schulze ------------------------ Kurt A. Schulze Secretary, Pension/401(k) Administration Committee 1 3 Exhibit EXHIBIT INDEX Form 11-K No. Exhibit Page No. - ---------------- ---------------------------------------------------------- ----------- 13 Citizens Banking Corporation Amended and Restated Section (1) 401(k) Plan 1997 Annual Report 23 Consents of Independent Accountants (1) (1) Exhibit included on the following pages of this Annual Report on Form 11K filing. 2