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

FORM 10-K

[x] Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934 [No Fee Required] For the fiscal year ended December 31, 1998
or
[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934 [No Fee Required] For the transition period from to

Commission file Number 0-10535

CITIZENS BANKING CORPORATION
- -------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)

MICHIGAN 38-2378932
----------------------------- ---------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)

One Citizens Banking Center,
328 S. Saginaw Street, Flint, Michigan 48502
- ----------------------------------------- --------
(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code (810) 766-7500

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act:
Common Stock - No Par Value
- ------------------------------------------------------------------------------
(Title of class)

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
X Yes No

Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]

The aggregate market value of the voting stock held by non-affiliates of
the registrant was approximately $852,687,000 as of March 12, 1999.

The number of shares outstanding of the registrant's Common Stock (No par
value) was 27,620,505 as of March 12, 1999.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Citizens Banking Corporation Proxy Statement for its annual
meeting of shareholders to be held April 20, 1999 are incorporated by reference
into Part III.
(Exhibit Index - Pages 13 through 15)

CITIZENS BANKING CORPORATION

1998 ANNUAL REPORT ON FORM 10-K

TABLE OF CONTENTS

Page
----
PART I

Item 1. Business ................................................................................................ 3
Item 2. Properties .............................................................................................. 6
Item 3. Legal Proceedings ....................................................................................... 7
Item 4. Submission of Matters To a Vote of Security Holders .................................................... 7

PART II
Item 5. Market for the Registrant's Common Equity and Related Stockholder Matters ............................... 8
Item 6. Selected Financial Data ................................................................................. 8
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations ................... 8
Item 7A. Quantitative and Qualitative Disclosures About Market Risk .............................................. 8
Item 8. Financial Statements and Supplementary Data ............................................................. 8
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure .................... 8

PART III
Item 10. Directors and Executive Officers of the Registrant ...................................................... 9
Item 11. Executive Compensation .................................................................................. 9
Item 12. Security Ownership of Certain Beneficial Owners and Management ......................................... 9
Item 13. Certain Relationships and Related Transactions .......................................................... 9

PART IV
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K ........................................ 10

SIGNATURES ..........................................................................................................11

EXHIBIT INDEX ......................................................................................................... 13

PART I

ITEM 1. BUSINESS

General
Citizens Banking Corporation ("Corporation") was organized January 1,
1982. It is a multibank holding company registered under the Bank Holding
Company Act of 1956, as amended, and is incorporated in the State of Michigan.
On December 31, 1998, the Corporation directly or indirectly owned two banking
subsidiaries and four nonbanking subsidiaries and had 2102 full-time equivalent
employees. Additional information related to the subsidiaries at year-end 1998
is provided below.

========================================================================================================================
Total
Principal Number of Assets Date
Subsidiary Office Offices (in millions) Acquired
- ------------------------------------------------------------------------------------------------------------------------

Citizens Bank(1) Flint, MI 120 $4,264.9 01/01/1982
Citizens Bank - Illinois, N.A. Berwyn, IL 4 239.5 05/01/1987
========================================================================================================================

(1)Consolidated totals of Citizens Bank include its wholly owned nonbank
subsidiaries, Citizens Commercial Leasing Corporation ("CCLC"); CB
Financial Services, Inc.; Citizens Bank Mortgage Corporation; and
Citizens Title Services. All of the named subsidiaries are based in
Flint, Michigan except for CCLC which is based in Saginaw, Michigan.

The Corporation's subsidiary banks are full service commercial banks
offering a variety of financial services to corporate, commercial, correspondent
and individual bank customers. These services include commercial, mortgage and
consumer lending, demand and time deposits, trust services, investment services,
safe deposit facilities, and other financial products and services. The bank
subsidiaries are wholly owned by the Corporation and operate through 124 banking
offices. The offices are located along the Interstate 75 corridor within the
State of Michigan from northern suburban Detroit to the Gaylord area as well as
western suburban Detroit and central, northwestern and southwestern Michigan.
The Illinois bank serves the western suburban market of Chicago.
On July 1, 1997, the Corporation expanded its market presence in Michigan
due to the merger with CB Financial Corporation headquartered in Jackson,
Michigan. The merger resulted in an expanded presence in the greater
Jackson/Lansing markets and in northwestern Michigan. As part of the merger,
Citizens issued 6,256,355 shares of its common stock in a tax free exchange for
all of the outstanding shares of CB Financial Corporation. The merger was
accounted for as a pooling of interests resulting in the restatement of all
financial information presented.
Citizens Commercial Leasing Corporation, a wholly owned nonbank
subsidiary of Citizens Bank, engages in direct lease financing of office,
medical and other equipment, and participates in high quality indirect lease
participations.
On December 29, 1994 the State of Michigan amended the State's Banking
Code of 1969 to allow banks to engage in the insurance business and to own an
insurance agency. Although the National Bank Holding Company Act prohibits the
holding company from direct ownership of an insurance agency, banks within the
holding company may now do so. During the second quarter of 1997, Citizens Bank
established a wholly owned subsidiary, called CB Financial Services, Inc.
Through this subsidiary, the Corporation sells life insurance and annuity
products to clients subject to certain restrictions.
In the fourth quarter of 1997, Citizens Bank established a wholly owned
subsidiary, Citizens Bank Mortgage Corporation. The new Corporation originates
new mortgage loans to be held by the subsidiary or sold to the secondary market.
The new Corporation provides residential mortgage services similar to those
previously provided by Citizens Bank. Also in the fourth quarter of 1997,
Citizen Bank established a wholly owned subsidiary, Citizens Title Services,
Inc. This new subsidiary provides title insurance to

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buyers and sellers of residential and commercial mortgage properties including
those occurring due to loan refinancing.

Lines of Business
The performance of the Corporation is monitored by an internal
profitability measurement system that provides line of business results and key
performance measures. The Corporation operates along the following business
lines: Commercial Banking, Retail Banking, Financial Services, and all other.
Additional information regarding the Corporation's business lines is
incorporated herein by reference from Exhibit 13 of this document on page 4 and
on pages 34 and 35 under the captions, "Lines of Business Reporting" and "Note
17. Lines of Business", respectively.

Competition
The financial services industry is highly competitive. The banking
subsidiaries compete with other commercial banks, many of which are subsidiaries
of other bank holding companies, for loans, deposits, trust accounts and other
business on the basis of interest rates, fees, convenience and quality of
service. They also actively compete with a variety of other financial services
organizations including savings and loan associations, finance companies,
mortgage banking companies, brokerage firms, credit unions and other
organizations. Citizens Commercial Leasing Corporation competes directly with
other leasing companies. Citizens Title Services, Inc. competes directly with
other title insurance companies.
Loans comprise 78.8% of the Corporation's average assets and are made in
the normal course of business to individuals, partnerships, municipalities and
corporations. Credit is extended to customers within the commercial, commercial
mortgage, real estate construction, real estate mortgage, consumer and lease
financing categories. Consumer loans are primarily composed of automobile,
personal, marine, home equity and bankcard loans and represent 35.3% of the 1998
average loan portfolio. Consumer loans originated follow strict Corporate credit
underwriting procedures. Real estate mortgage loan extensions are primarily
first liens on one to four family structures and unless insured by a private
mortgage insurance company typically have traditional loan to appraisal ratios
of 80% or less. Commercial and commercial mortgage loan originations generally
do not rely on the performance of the real estate market to generate funds for
repayment and do not represent a concentration in any one industry or company.
Additional information on the composition of the loan portfolio and the related
nonperforming assets is incorporated herein by reference from Exhibit 13 of this
document on pages 9 to 11 under the captions "Loans" and "Nonperforming Assets".
Mergers between and the expansion of financial institutions both within
and outside of our primary markets of Michigan and Illinois have provided
significant competitive pressure in those markets. In addition, the passage of
federal interstate banking legislation has expanded the banking market and
heightened competitive forces. The affect of this legislation is further
discussed on page 5 under the caption "Supervision and Regulation".
On June 1, 1996, the Corporation consolidated its six Michigan chartered
banks into one bank called Citizens Bank. The consolidation further streamlined
operations and reduced certain costs however, local management was retained and
the local boards of directors were retained as "community boards".
Other factors such as employee relations and environmental laws also
impact the Corporation's competitiveness. Presently, none of the Corporation's
employees are covered by collective bargaining agreements and the Corporation
maintains a favorable relationship with it's employees. The impact of
environmental laws is further discussed in "Item 3. Legal Proceedings" of this
document.

Supervision and Regulation
Citizens Banking Corporation is subject to supervision and regulation by
the Federal Reserve Board

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under the Bank Holding Company Act of 1956, as amended (the "Act"). The Act
requires the Corporation to provide notice or obtain the prior approval of the
Board of Governors of the Federal Reserve System for bank and nonbank
acquisitions and prescribes limitations on the nonbanking activities of the
Corporation. As a bank holding company, the Corporation and its subsidiaries are
able only to conduct the business of banking and activities so closely related
to banking or managing or controlling banks as to be a proper incident thereto.
The Corporation's subsidiary banks are subject to various regulatory
authorities. Citizens Bank is chartered by the State of Michigan and is subject
to supervision, regulation and examination by the Financial Institutions Bureau
of the State of Michigan as well as the Federal Reserve Board. Citizens Bank -
Illinois, N.A. is chartered under federal law and is subject to supervision,
regulation and examination by the Comptroller of the Currency. Both banks are
subject to supervision and examination by the Federal Deposit Insurance
Corporation ("FDIC"), as their deposits are insured by the FDIC to the extent
provided by the law. In addition, both banks are members of the Federal Reserve
System. The Corporation's nonbank companies are supervised and examined by the
Federal Reserve System.
Certain regulatory matters concerning capital adequacy guidelines for the
Corporation and its banking subsidiaries, limitations on the payment of
dividends to the Corporation by its banking subsidiaries and maintenance of
minimum average reserve balances by the banking subsidiaries with the Federal
Reserve Bank are incorporated herein by reference from Exhibit 13 of this
document on pages 14, 15 and 36 under the captions, "Liquidity and Debt
Capacity" and "Note 18. Regulatory Matters", respectively.
The 1994 passage of the federal Riegle-Neal Interstate Banking and
Branching Efficiency Act allows states the ability to enact legislation
permitting interstate branching but have no choice in opting out of provisions
related to interstate banking. The effect of the interstate banking provisions
do not impact Michigan or neighboring states since these states have previously
passed legislation allowing bank holding companies to own bank affiliates in
multiple states. On November 29, 1995 the Michigan legislature passed Public Act
202 permitting interstate branching. This law allows a bank the ability to
establish branches outside of the State of Michigan provided that state adopts
similar legislation. However, since Citizens is headquartered in Michigan and
currently has only one subsidiary outside of the state this does not
significantly affect the Corporation. The Corporation may be impacted as states
adjacent to Michigan pass similar legislation. The impact of this is not
expected to significantly affect the Corporation's strategic plan, except to
allow potentially greater consolidation benefits if the Corporation acquires
banks outside of Michigan.
The Financial Institutions Reform, Recovery, and Enforcement Act of 1989
("FIRREA") adopted in August 1989 significantly affected financial institutions.
Key provisions of FIRREA provided for the acquisition of thrift institutions by
bank holding companies (previously only failing thrifts were permitted to be
acquired), increased deposit insurance assessments for insured banks, redefined
applicable capital standards for banks and thrifts, broadened the enforcement
power of federal bank regulatory agencies, and required that any FDIC-insured
depository institution be held liable for any loss incurred by the FDIC in
connection with the default of any commonly controlled FDIC-insured depository
institution or any assistance provided by the FDIC to any such institution in
danger of default.
The Federal Deposit Insurance Corporation Improvement Act of 1991
("FDICIA"), signed into law on December 19, 1991, imposed on banks relatively
detailed standards and mandated the development of additional regulations
governing nearly every aspect of the operations and management of banks, in
addition to many aspects of bank holding companies. Some of the major provisions
contained in FDICIA includes recapitalization of the Bank Insurance Fund
("BIF"), a risk-based insurance premium assessment system, a capital-based
supervision system that links supervisory intervention to the deterioration of a
bank's capital level, new auditing and accounting and examination requirements,
and mandated standards for bank lending and operation.

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6

FDICIA provides the FDIC with the authority to impose assessments on
insured BIF member depository institutions to maintain the fund at the
designated reserve ratio defined in FDICIA. In response to the BIF attaining the
designated reserve ratio in 1995, FDIC assessments were effectively eliminated
in 1996 for banks meeting the requirements of supervisory risk subgroup 1.A.
"well capitalized". Both of the Corporation's subsidiaries have sufficient
capital to maintain this designation (the FDIC's highest rating). In 1999, banks
maintaining the "well capitalized" designation will again have no FDIC insurance
premium requirements except for a special assessment of approximately 1.2 cents
per 100 dollars of deposits. This special assessment resulted from the September
30, 1996 passage of Deposit Insurance Funds Act of 1996 by Congress and applies
to all commercial banks regardless of risk subgroup classification. Further
regulatory changes could impact the amount and type of assessments paid by the
Corporation's subsidiary banks.

Monetary Policy
The monetary and fiscal policies of regulatory authorities, including the
Federal Reserve System, strongly influence the banking industry. Through open
market securities transactions, variations in the discount rate and the
establishment of reserve requirements, the Board of Governors of the Federal
Reserve System exerts considerable influence on interest rates and the supply of
money and credit. The effect of these measures on future business and earnings
of the Corporation cannot be predicted.

Environmental Matters
The Corporation's primary exposure to environmental risk is through its
trust services and its lending activities. In each instance, the Corporation has
policies and procedures in place to mitigate its environmental risk exposures.
With respect to lending activities, environmental site assessments at the time
of loan origination are mandated by the Corporation to confirm collateral
quality as to commercial real estate parcels posing higher than normal potential
for environmental impact, as determined by reference to present and past uses of
the subject property and adjacent sites. Environmental assessments are also
mandated prior to any foreclosure activity involving non-residential real estate
collateral. In the case of trust services, the Corporation utilizes various
types of environmental transaction screening to identify actual and potential
risks arising from any proposed holding of non-residential real estate for trust
accounts. Consequently the Corporation does not anticipate any material effect
on capital expenditures, earnings or the competitive position of itself or any
of its subsidiaries with regard to compliance with federal, state or local
environmental protection laws or regulations. Additional information is provided
in the "Item 3. Legal Proceedings" section of this document.

ITEM 2. PROPERTIES

The Corporation's offices are located at One Citizens Banking Center, 328
South Saginaw Street, Flint, Michigan in the main office building of Citizens
Bank, its largest bank subsidiary. The Corporation's subsidiaries operate
through 124 banking offices. Of these, 37 are leased and the remaining are
owned. Rent expense on the leased properties totaled $1,933,815 in 1998.
The banking offices are located in various communities throughout the
State of Michigan and in the suburbs of Chicago, Illinois. At certain Citizens
Bank locations a portion of the office buildings are leased to tenants.
Additional information related to the property and equipment owned or
leased by the Corporation and its subsidiaries is incorporated herein by
reference from Exhibit 13 on page 27 under the caption "Note 7. Premises and
Equipment" of this document.

ITEM 3. LEGAL PROCEEDINGS

The Corporation and its subsidiaries are parties to a number of lawsuits
incidental to its business. Although litigation is subject to many uncertainties
and the ultimate exposure with respect to many of these matters cannot be
ascertained, management does not believe the ultimate outcome of these matters
will have a materially adverse effect on the financial condition or the
liquidity of the Corporation.
From time to time, certain of the Corporation's subsidiaries are notified
by applicable environmental regulatory agencies, pursuant to State or Federal
environmental statutes or regulations, that they may be potentially responsible
parties ("PRPs") for environmental contamination on or emanating from properties
currently or formerly owned. Typically, exact costs of remediating the
contamination cannot be fully determined at the time of initial notification.
While, as PRPs, these subsidiaries are potentially liable for the costs of
remediation, in most cases, a number of other PRPs have been identified as being
jointly and severally liable for remediation costs. Additionally, in certain
cases, statutory defenses to liability for remediation costs may be asserted
based on the subsidiaries' status as lending institutions that acquired
ownership of the contaminated property through foreclosure. The Corporation's
management is not presently aware of any environmental liabilities which pose a
reasonable possibility of future material impact on the Corporation or its
earnings. It is the Corporation's policy to establish and accrue appropriate
reserves for all such identified exposures during the accounting period in which
a loss is deemed to be probable and the amount is determinable.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No matters were submitted during the fourth quarter of 1998 to a vote of
security holders through the solicitation of proxies or otherwise.

7
8

PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED SHAREHOLDER'S MATTERS

The information required by this item is incorporated herein by reference
from Exhibit 13 on page 18 under the caption "Table 13. Selected Quarterly
Information" of this document.
The approximate number of shareholders of the Registrant's common stock
is 11,000 as of December 31, 1998. This number includes an estimate for
individual participants in the security positions of certain shareholders of
record.
Restrictions on the Registrant's ability to pay dividends is incorporated
herein by reference from Exhibit 13 on page 36 under the caption "Note 18.
Regulatory Matters" of this document.

ITEM 6. SELECTED FINANCIAL DATA

The information required by this item is incorporated herein by reference
from Exhibit 13 on page 1 under the caption "Table 1. Selected Financial Data"
of this document.

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

Management's Discussion and Analysis of Financial Condition and Results
of Operations required by this item is incorporated herein by reference from
Exhibit 13 on pages 1 through 19 of this document.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The information required by this item is incorporated by reference from
Exhibit 13 on pages 15 through 17 under the caption "Interest Rate Risk" of this
document.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The Financial Statements are incorporated herein by reference from
Exhibit 13 on pages 20 through 40 of this document.
Supplementary data of the Corporation's quarterly results of operations
required by this item are incorporated herein by reference from Exhibit 13 on
page 18 of this document under the caption "Table 13.
Selected Quarterly Information".

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE

None.

PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

The information required by this item appears in the Corporation's proxy
statement for its annual meeting of shareholders to be held April 20, 1999
("1998 Proxy Statement"), and is incorporated herein by reference as follows:

Regulation S-K Item 401 disclosures: Appear under the captions "Election
of Directors" and "Executive Officers" on pages 4 through 7 and on pages
10 through 12, respectively, of the 1998 Proxy Statement.

Regulation S-K Item 405 disclosure: Appears under the caption "Section
16(a) Beneficial Ownership Reporting Compliance" on page 22 of the 1998
Proxy Statement.

ITEM 11. EXECUTIVE COMPENSATION

The information required by this item appears under the caption
"Compensation of Directors," on page 9 and under the captions "Executive
Compensation", "Compensation and Human Resources Committee Report on Executive
Compensation", "Shareholder Return", and "Compensation Committee Interlocks and
Certain Transactions and Relationships" on pages 13 through 22 of the 1998 Proxy
Statement, and is incorporated herein by reference.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The information required by this item appears under the captions
"Security Ownership of Certain Beneficial Owners" and "Security Ownership of
Management" on page 2 and on pages 3 and 4, respectively, of the 1998 Proxy
Statement, and is incorporated herein by reference.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The information required by this item appears under the caption
"Compensation Committee Interlocks and Certain Transactions and Relationships"
on page 22 of the 1998 Proxy Statement, and is incorporated herein by reference.

PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

(a) 1. Financial Statements:
The following consolidated financial statements of the Corporation and
Report of Ernst & Young LLP, Independent Auditors are incorporated by
reference under Item 8 "Financial Statements and Supplementary Data" of
this document:
Consolidated Balance Sheets
Consolidated Statements of Income
Consolidated Statements of Changes in Shareholders' Equity
Consolidated Statements of Cash Flows
Notes to Consolidated Financial Statements
Report of Ernst & Young LLP, Independent Auditors

2. Financial Statement Schedules:
All schedules are omitted -- see Item 14(d) below.

3. Exhibits:
The exhibits listed on the "Exhibit Index" on pages 13 through 15 of
this report are filed herewith and are incorporated herein by
reference.

(b) Reports on Form 8-K
No reports of Form 8-K were filed for the quarter ended December 31,
1998.

(c) Exhibits:
The "Exhibit Index" is filed herewith on pages 13 through 15 of this
report and is incorporated herein by reference.

(d) Financial Statement Schedules:
All financial statement schedules normally required by Article 9 of
Regulation S-X are omitted since they are either not applicable or the
required information is shown in the consolidated financial statements
or notes thereto.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.

CITIZENS BANKING CORPORATION
(Registrant)

by /s/Robert J. Vitito Date: March 19, 1999
- --------------------------------------------
Robert J. Vitito
President and Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the registrant and
in the capacities and on the dates indicated.

Signature Capacity Date
- ----------------------------------------- ----------------------------------------- -----------------------------------

/s/Charles R. Weeks Chairman of the Board and March 19, 1999
- -----------------------------------------
Charles R. Weeks Director

/s/Robert J. Vitito President, Chief Executive March 19, 1999
- -----------------------------------------
Robert J. Vitito Officer and Director

/s/John W. Ennest Vice Chairman of the Board, March 19, 1999
- -----------------------------------------
John W. Ennest Chief Financial Officer,
Treasurer and Director

/s/Edward P. Abbott Director March 19, 1999
- -----------------------------------------
Edward P. Abbott

/s/Hugo E. Braun, Jr. Director March 19, 1999
- -----------------------------------------
Hugo E. Braun, Jr.

/s/Jonathan E. Burroughs II Director March 19, 1999
- -----------------------------------------
Jonathan E. Burroughs II

/s/Joseph P. Day Director March 19, 1999
- -----------------------------------------
Joseph P. Day

/s/Lawrence O. Erickson Director March 19, 1999
- -----------------------------------------
Lawrence O. Erickson

/s/Victor E. George Director March 19, 1999
- -----------------------------------------
Victor E. George

11
12

Signature Capacity Date
- ----------------------------------------- ----------------------------------------- -----------------------------------

/s/William J. Hank Director March 19, 1999
- -----------------------------------------
William J. Hank

/s/Stephen J. Lazaroff Director March 19, 1999
- -----------------------------------------
Stephen J. Lazaroff

/s/William F. Nelson, Jr. Director March 19, 1999
- -----------------------------------------
William F. Nelson, Jr.

Director March 19, 1999
- -----------------------------------------
Gerald Schreiber

/s/William C. Shedd Director March 19, 1999
- -----------------------------------------
William C. Shedd

/s/James E. Truesdell, Jr. Director March 19, 1999
- -----------------------------------------
James E. Truesdell, Jr.

/s/Ada C. Washington Director March 19, 1999
- -----------------------------------------
Ada C. Washington

/s/Kendall B. Williams Director March 19, 1999
- -----------------------------------------
Kendall B. Williams

/s/James L. Wolohan Director March 19, 1999
- -----------------------------------------
James L. Wolohan

CITIZENS BANKING CORPORATION
1998 Annual Report on Form 10-K

EXHIBIT INDEX
(FILED AS PART OF THIS REPORT ON FORM 10-K)

Exhibit Form 10-K
No. Exhibit Page No.
- --------- -------------------------------------------------------------------------------------------- ---------

3(a) Restated Articles of Incorporation, as amended. (incorporated by
reference from Exhibit 3(a) of the Corporation's 1995 Annual
Report on Form 10K, file number 0-10535).
N/A

3(b) Amended and Restated Bylaws (incorporated by reference from Exhibit 3(b) of the Corporation's
1997 Third Quarter Report on Form 10-Q, file number 0-10535). N/A

4 Rights Agreement, dated July 20, 1990, between the Corporation and Citizens Bank, as Rights
Agent (incorporated by reference from Exhibit 4(a) of the Corporation's Report on Form 8-K
filed July 26, 1990, file number 0-10535). N/A

10(a) Citizens Banking Corporation Second Amended Stock Option Plan (incorporated by reference from
Exhibit 4 of the Corporation's registration statement on Form S-8 filed May 5,
1992--Registration No. 33-47686). N/A

10(b) Composite form of "Stock Option Agreement" executed between the Corporation and certain
executive officers of the Corporation pursuant to the Corporation's Second Amended Stock
Option Plan (incorporated by reference from Exhibit 10(e) of the Corporation's 1992 Annual
Report on Form 10-K, file number 0-10535). N/A

10(c) Citizens Banking Corporation Management Incentive Compensation
Program (incorporated by reference from pages 18 and 19 of the
Corporation's Proxy Statement for its 1999 Annual Meeting of
Shareholders under the caption "Management Incentive Plan", file
number 0-10535).
N/A
10(d) Citizens Banking Corporation Amended and Restated Director's Deferred Compensation Plan
(incorporated by reference from Exhibit 10(h) of the Corporation's 1994 Annual Report on
Form 10-K, file number 0-10535). N/A

10(e) Deferred Compensation Agreement for Charles R. Weeks, as amended,
and related Citizens Banking Corporation Deferred Benefits Trust
Agreement (incorporated by reference from Exhibit 10(d) of the
Corporation's 1989 Annual Report on Form 10-K, file number
0-10535).
N/A
10(f) Citizens Banking Corporation Supplemental Retirement Benefits Plan for Charles R. Weeks, as
amended (incorporated by reference from Exhibit 10(e) of the Corporation's 1989 Annual
Report on Form 10-K, file number 0-10535). N/A

Exhibit EXHIBIT INDEX (continued) 10-KForm
No. Exhibit Form 10-K
- ------- ------------------------------------------------------------------------------------------------ Page No.
--------

10(g) Citizens Banking Corporation Stock Option Plan for Directors (incorporated by reference from
Exhibit 99 of the Corporation's registration statement on Form S-8 filed July 21,
1995--Registration No. 33-61197). N/A

10(h) Agreement between Charles R. Weeks and Citizens Banking Corporation to continue as Chairman of
the Board of Directors (incorporated by reference from Exhibit 10(m) of the Corporations
1996 Annual Report on Form 10-K file number 0-10535). N/A

10(i) Citizens Banking Corporation Amended and Restated Section 401(k)
Plan (incorporated by reference from Exhibit 99.1 of the
Corporation's registration statement on Form S-8 filed August 2,
1996 - Registration No. 333-09455).
N/A
10(j) Citizens Banking Corporation Supplemental Retirement Benefits
Plan for Gary O. Clark (incorporated by reference from Exhibit
10(o) of the Corporation's 1996 Annual Report on Form 10-K, file
number 0-10535).
N/A
10(k) Citizens Banking Corporation Supplemental Retirement Benefits Plan for John W. Ennest.
(incorporated by reference from Exhibit 10(p) of the Corporation's 1996 Annual Report on
Form 10-K, file number 0-10535)
N/A
10(l) Citizens Banking Corporation Supplemental Retirement Benefits Plan for Robert J. Vitito.
(incorporated by reference from Exhibit 10(q) of the Corporation's 1996 Annual Report on
Form 10-K, file number 0-10535). N/A

10(m) Citizens Banking Corporation Third Amended Stock Option Plan (incorporated by reference from
Exhibit 10(r) of the Corporation's 1997 Second Quarter Report on Form 10-Q, file number
0-10535). N/A

10(n) Citizens Banking Corporation Change in Control Agreement
(incorporated by reference form Exhibit 10(s) of the
Corporation's 1997 Annual Report on Form 10-K, file number
0-10535).
N/A
11 Computation of Per Share Earnings (incorporated by reference from Exhibit 13 on page 30 under
the caption "Note 13. Earnings Per Share" of this document).
N/A
13 Citizens Banking Corporation 1998 Annual Report (except as to
portions expressly incorporated herein, said Annual Report is
included only for information).
(1)
21 Subsidiaries of the Corporation

(1)

Exhibit EXHIBIT INDEX (continued) 10-KForm
No. Exhibit Form 10-K
- --------- ----------------------------------------------------------------------------------------- Page No.
----------

23 Consents of Ernst Young LLP (1)

23A Consents of Arthur Andersen LLP

27 Financial Data Schedules (1)

99 Report of Arthur Andersen on CB Financial Corporation's consolidated statements of income,
shareholders's equity and cash flows as of December 31, 1996.

99A 1998 Annual Report on Form 11-K for the Citizens Banking Corporation amended and Restated
Section 401(k) plan. (1)

N/A not applicable, exhibit incorporated by reference.

(1) Exhibit included on the following pages of this Annual Report on Form
10K filing.

All other Exhibits required to be filed with this Form are not applicable and
have therefore been omitted.