CITIZENS BANKING CORP - 10-Q Quarterly Report

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

FORM 10-Q

[x] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934

For the quarterly period ended September 30, 2004
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or

[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934

For the transition period from to
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Commission file Number 000-10535
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CITIZENS BANKING CORPORATION
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(Exact name of registrant as specified in its charter)

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

328 S. Saginaw St., Flint, Michigan 48502
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(Address of principal executive offices) (Zip Code)

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

None
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(Former name, former address and former fiscal year,
if changed since last report)

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 whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act).

[X] Yes [ ] No

APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.

Class Outstanding at October 29, 2004
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Common Stock, No Par Value 43,245,286 Shares

CITIZENS BANKING CORPORATION
Index to Form 10-Q

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PART I - FINANCIAL INFORMATION

ITEM 1 - CONSOLIDATED FINANCIAL STATEMENTS

See notes to consolidated financial statements.

3

CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
CITIZENS BANKING CORPORATION AND SUBSIDIARIES

See notes to consolidated financial statements.

4

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (UNAUDITED)
CITIZENS BANKING CORPORATION AND SUBSIDIARIES

See notes to consolidated financial statements.

5

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
CITIZENS BANKING CORPORATION AND SUBSIDIARIES

6

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
CITIZENS BANKING CORPORATION AND SUBSIDIARIES

NOTE 1. BASIS OF PRESENTATION

The accompanying unaudited consolidated financial statements of Citizens Banking
Corporation ("Citizens") have been prepared in accordance with accounting
principles generally accepted in the United States ("GAAP") for interim
financial information and the instructions for Form 10-Q and Article 10 of
Regulation S-X. Accordingly, they do not include all of the information and
notes required by GAAP for complete financial statements. In the opinion of
management, all adjustments (consisting of normal recurring accruals) considered
necessary for a fair presentation have been included. Operating results for the
three and nine months ended September 30, 2004 are not necessarily indicative of
the results that may be expected for the year ended December 31, 2004. The
balance sheet at December 31, 2003 has been derived from the audited financial
statements at that date but does not include all of the information and
footnotes required by GAAP for complete financial statements. For further
information, refer to the consolidated financial statements and footnotes
thereto included in Citizens' 2003 Annual Report on Form 10-K.

STOCK-BASED COMPENSATION: Citizens' stock-based compensation plans are accounted
for based on the intrinsic value method set forth in Accounting Principles Board
("APB") Opinion 25, Accounting for Stock Issued to Employees, and related
interpretations. Compensation expense for employee stock options is generally
not recognized if the exercise price of the option equals or exceeds the fair
value of the stock on the date of grant. Compensation expense for restricted
share awards is ratably recognized over the period of service, usually the
restricted period, based on the fair value of the stock on the date of grant.
The following table illustrates the effect on net income and earnings per share
if Citizens had applied the fair value recognition provisions of Statement of
Financial Accounting Standards ("SFAS") 123, Accounting for Stock-Based
Compensation, to its stock option awards.

NOTE 2. RECENT ACCOUNTING PRONOUNCEMENTS

EMPLOYERS' DISCLOSURES ABOUT PENSIONS AND OTHER POSTRETIREMENT BENEFITS: In
December 2003, the FASB issued a revised SFAS 132, Employers' Disclosures about
Pensions and Other Postretirement Benefits - an amendment of SFAS 87, 88, and
106 which revises employers' disclosures about pension plans and other
postretirement benefit plans. SFAS 132 does not change the measurement or
recognition of those plans required by SFAS 87, Employers' Accounting for
Pensions, SFAS 88, Employers' Accounting for Settlements and Curtailments of
Defined Benefit Pension Plans and for Termination Benefits, and SFAS 106,
Employers' Accounting for Postretirement Benefits Other Than Pensions. SFAS 132,
as revised, retains the disclosure requirements contained in the original SFAS
132, which it replaces. Additional disclosures, however, have been added to
those in the original SFAS 132 about the assets, obligations, cash flows, and
net periodic benefit cost of defined benefit pension plans and other defined
benefit postretirement plans. The required information should be provided
separately for pension plans and for other postretirement benefit plans. In
addition, SFAS 132 requires interim period disclosure of the components of net
period benefit cost and contributions if significantly different from previously
reported amounts - see Note 7 to the Consolidated Financial Statements in this
report. The new disclosures required by SFAS 132 became effective for Citizens
as of December 31, 2003 and do not impact our results of operations, financial
position, or liquidity.

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ACCOUNTING AND DISCLOSURE REQUIREMENTS RELATED TO THE MEDICARE PRESCRIPTION
DRUG, IMPROVEMENT AND MODERNIZATION ACT OF 2003: In January 2004, The FASB
issued FASB Staff Position ("FSP"), "Accounting and Disclosure Requirements
Related to the Medicare Prescription Drug, Improvement and Modernization Act of
2003," subsequently revised in May 2004. The FSP permits sponsors of
postretirement healthcare plans that provide prescription drug benefits to elect
a one-time deferral of accounting for the effects of the Medicare Prescription
Drug, Improvement and Modernization Act of 2003 ("Act") and requires certain
disclosures pending further consideration of the underlying accounting issues.
The Act provides a federal subsidy to companies which sponsor postretirement
benefit plans that provide prescription drug benefits. The FSP is effective for
financial statements of interim or annual periods beginning after June 15, 2004.
Citizens is in the process of analyzing the impact the Act will have on its
employee benefit plans. Citizens has elected to defer accounting for the effects
of this new legislation until the specific authoritative guidance is analyzed.
Citizens anticipates its benefits costs will be somewhat lower as a result of
the new Medicare provision, however, the adoption of this standard is not
expected to have a material impact on results of operations, financial position
or liquidity.

NOTE 3. BUSINESS RESTRUCTURING AND SPECIAL CHARGE

In the third quarter of 2002, Citizens recorded a special charge of $13.8
million ($9.0 million after-tax) for restructuring, impairment and other costs
associated with the reorganization of Citizens' consumer, commercial and wealth
management lines of business. The reorganization was the result of a detailed
review of Citizens' consumer banking, commercial banking and wealth management
areas by key members of management with assistance from industry consultants.
This review revealed opportunities for process change, staff reassignment,
reporting structure changes, branch closures, expense reduction and business
growth. As a result of the reorganization, Citizens displaced 134 employees.
Displaced employees were offered severance packages and outplacement assistance.
Twelve banking offices were closed in the fourth quarter of 2002 and nine
additional offices were closed during the second quarter of 2003.

The following provides details on the remaining liability from the special
charge as of September 30, 2004.

NOTE 4. OTHER INTANGIBLE ASSETS

Citizens' other intangible assets as of September 30, 2004, December 31, 2003
and September 30, 2003 are shown in the table below.

The estimated annual amortization expense for core deposit intangibles for each
of the next five years is $2.9 million.

NOTE 5. LINES OF BUSINESS INFORMATION

Citizens is managed along the following business lines: Commercial Banking,
Consumer Banking, Wealth Management, and Other. In 2003, Citizens allocated its
core deposit intangible and the related amortization to the Commercial Banking
and

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Consumer Banking business lines. The core deposit intangible and the related
amortization was previously recorded in the Other business line. Prior period
information has been restated to reflect this change. In the third quarter of
2003, Citizens reallocated the investment security portfolio held in our
mortgage company from Consumer Banking to Treasury, which is a component of
Other. In the first quarter of 2004, Citizens transferred the credit
administration function from Other to Commercial Banking. The effect on net
income of the reallocation of the investment security portfolio and the transfer
of the credit administration function for the prior periods presented were not
material to the segments and they were not restated. Selected line of business
segment information, as adjusted, for the three and nine months ended September
30, 2004 and 2003 is provided below. There are no significant intersegment
revenues.

(1) Certain amounts have been reclassified to conform to current year
presentation.

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(1) Certain amounts have been reclassified to conform to current year
presentation.

NOTE 6. LONG-TERM DEBT

The components of long-term debt as of September 30, 2004, December 31, 2003 and
September 30, 2003 are presented below.

As previously mentioned, during the third quarter of 2004 Citizens prepaid $235
million of fixed rate FHLB advances and incurred an $18 million prepayment
penalty. Additionally, Citizens issued $275 million of new fixed rate FHLB
advances at approximately 150 basis points below the annual cost of the retired
debt. The retired fixed rate advances were convertible to floating rate at the
option of the FHLB while the new fixed rate debt is not subject to conversion or
any other options.

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NOTE 7. PENSION BENEFIT COST

The components of pension expense for the three and nine months ended September
30, 2004 and September 30, 2003 are presented below.

Citizens previously disclosed in Note 13 to the Consolidated Financial
Statements in its Annual Report on Form 10-K for the year ended December 31,
2003, that it expected to contribute approximately $0.5 million to its pension
plans in 2004. As of September 30, 2004, $1.1 million of contributions have been
made in 2004. Citizens anticipates that an additional $1.2 million of
contributions will be made in the fourth quarter of 2004. Returns of the
financial markets affect current and future contributions.

NOTE 8. DERIVATIVES AND HEDGING ACTIVITIES

SFAS 133, "Accounting for Derivative Instruments and Hedging Activities," as
amended by SFAS 138 and SFAS 149, "Accounting for Certain Derivative Instruments
and Certain Hedging Activities," (collectively referred to as "SFAS 133")
establish accounting and reporting standards for derivative instruments,
including certain derivative instruments embedded in other contracts, and for
hedging activities. All derivatives, whether designated in hedging relationships
or not, are required to be recorded on the balance sheet at fair value.

Citizens designates its derivatives based upon criteria established by SFAS 133.
For a derivative designated as a fair value hedge, the derivative is recorded at
fair value on the consolidated balance sheet. Any difference between the fair
value change of the hedge versus the fair value change of the hedged item is
considered to be the "ineffective" portion of the hedge. The ineffectiveness of
the hedge is recorded in current earnings. For a derivative designated as a cash
flow hedge, the effective portion of the derivative's gain or loss is initially
reported as a component of accumulated other comprehensive income (loss) and
subsequently reclassified into earnings when the hedged exposure affects
earnings.

Citizens may use derivative instruments to hedge the variability in interest
payments or protect the value of certain assets and liabilities recorded in its
balance sheet from changes in interest rates. Citizens uses interest rate
contracts such as interest rate swaps to manage its interest rate risk. These
contracts are designated as hedges of specific assets or liabilities. The net
interest receivable or payable on swaps is accrued and recognized as an
adjustment to the interest income or expense of the hedged asset or liability.
The following table summarizes the derivative financial instruments held or
issued by Citizens.

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DERIVATIVE FINANCIAL INSTRUMENTS:

DERIVATIVE CLASSIFICATIONS AND HEDGING RELATIONSHIPS:

NOTE 9. EARNINGS PER SHARE

Net income per share is computed based on the weighted-average number of shares
outstanding, including the dilutive effect of stock options, as follows:

During the third quarter of 2004, employees exercised stock options to acquire
82,408 shares at an average exercise price of $20.16 per share. For the nine
months ended September 30, 2004, employees have exercised stock options to
acquire 309,369 shares at an average exercise price of $19.89 per share.

12

NOTE 10. COMMITMENTS, CONTINGENT LIABILITIES AND GUARANTEES

The Consolidated Financial Statements do not reflect various loan commitments
(unfunded loans and unused lines of credit) and letters of credit originated in
the normal course of business. Loan commitments are made to accommodate the
financial needs of clients. Generally, new loan commitments do not extend beyond
180 days prior to being funded and unused lines of credit are reviewed on a
regular basis. Financial standby letters of credit guarantee future payment of
client financial obligations to third parties. They are issued primarily for
goods and services provided. Performance standby letters of credit are
irrevocable guarantees to various beneficiaries for the performance of
contractual obligations of our clients. Commercial letters of credit may
facilitate the shipment of goods and may also include direct pay letters of
credit which afford our clients access to the public financing market. Standby
letters of credit arrangements generally expire within one year and have
essentially the same level of credit risk as extending loans to clients and are
subject to Citizens' normal credit policies. Inasmuch as these arrangements have
fixed expiration dates, most expire unfunded and do not necessarily represent
future liquidity requirements. Appropriate collateral is obtained based on
management's assessment of the client and may include receivables, inventories,
real property and equipment.

Amounts available to clients under loan commitments and standby letters of
credit follow:

NOTE 11. ACCUMULATED OTHER COMPREHENSIVE INCOME

The components of accumulated other comprehensive income, net of tax, for the
three and nine month periods ended September 30, 2004 and 2003 are presented
below.

13

ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

FIVE-QUARTER SUMMARY OF SELECTED FINANCIAL INFORMATION
CITIZENS BANKING CORPORATION AND SUBSIDIARIES

(1) Efficiency Ratio = Noninterest expense/(Net interest income + Total fees
and other income). It measures how efficient a bank spends its revenues.
Third quarter 2004 excludes investment securities gains of $534,000, gain
on sale of Illinois bank subsidiary of $11,650,000 and prepayment penalty
on FHLB advances of $17.959,000. The efficiency ratio would equal 73.67% if
the Illinois bank sale and FHLB prepayment penalty were included in the
calculation.

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INTRODUCTION

The following commentary presents management's discussion and analysis of
Citizens Banking Corporation's financial condition and results of operations for
the three and nine month periods ended September 30, 2004. It should be read in
conjunction with the unaudited Consolidated Financial Statements and Notes
included elsewhere in this report and the audited Consolidated Financial
Statements and Notes contained in our 2003 Annual Report on Form 10-K. In
addition, the following discussion and analysis should be read together with
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" contained in our 2003 Annual Report on Form 10-K, which contains
important additional information that is necessary to understand our Company and
its financial condition and results of operations for the periods covered by
this report. Unless the context indicates otherwise, all references in the
discussion to "Citizens," the "Company," "our," "us" and "we" refer to Citizens
Banking Corporation and its subsidiaries.

FORWARD-LOOKING STATEMENTS

Discussions in this report that are not statements of historical fact (including
statements that include terms such as "will," "may," "should," "believe,"
"expect," "anticipate," "estimate," "intend," and "plan") are forward-looking
statements that involve risks and uncertainties, and our actual future results
could materially differ from those discussed. Factors that could cause or
contribute to such differences include, without limitation, risks and
uncertainties detailed from time to time in our filings with the Securities and
Exchange Commission, as well as the following.

o We face the risk that loan losses, including unanticipated loan losses
due to changes in our loan portfolios, fraud and economic factors, will exceed
our allowance for loan losses and that additional increases in the allowance
will be required. Additions to the allowance would cause net income to decline
and could have a negative impact on our capital.

o While we attempt to manage the risk from changes in market interest
rates, interest rate risk management techniques are not exact. In addition, we
may not be able to economically hedge our interest rate risk. A rapid or
substantial increase or decrease in interest rates could adversely affect our
net interest income and results of operations.

o An economic downturn or changes in consumer spending and savings
habits, and the negative economic effects caused by terrorist attacks, potential
attacks and other destabilizing events, would likely contribute to the
deterioration of the quality of our loan portfolio and could reduce our customer
base, our level of deposits, and demand for financial products such as loans.

o If we are unable to continue to attract core deposits or unable to
continue to obtain third party financing on favorable terms, our cost of funds
will increase, adversely affecting our ability to generate the funds necessary
for lending operations, reducing our net interest margin and negatively
affecting our results of operations.

o Increased competition with other financial institutions could reduce
our net income by decreasing the number and size of loans that we originate, the
interest rates we may charge on these loans and the fees we are able to charge
for services to our customers.

o The financial services industry is undergoing rapid technological
changes. If we are unable to adequately invest in and implement new
technology-driven products and services, we may not be able to compete
effectively, or our cost to provide products and services may increase
significantly.

o Our business may be adversely affected by the highly regulated
environment in which we operate. Changes in banking or tax laws, regulations and
regulatory practices at either the federal or state level may adversely affect
us, including our ability to offer new products and services, obtain financing,
move funds from our subsidiaries to our parent company, attract deposits, make
loans and leases and achieve satisfactory spreads, and may also result in the
imposition of additional costs on us.

o The products and services offered by the banking industry and customer
expectations regarding them are subject to change. We attempt to respond to
perceived customer needs and expectations by offering new products and services,
such as our new wealth management capabilities, which are often costly to
develop and market initially. A lack of market acceptance of these products and
services would have a negative effect on our results of operations. In addition,
our potential inability to successfully expand our Oakland County operations
would have a negative effect on our results of operations.

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o New accounting pronouncements may be issued by the accounting
profession, regulators or other government bodies which could change our
existing accounting methods. Changes in accounting methods could negatively
impact our results of operations and capital.

o Our business continuity plans or data security systems could prove to
be inadequate, resulting in a material interruption in or disruption to our
business and a negative impact on our results of operations.

o Our external vendors could fail to fulfill their contractual
obligations to us, resulting in a material interruption in or disruption to our
business that negatively impacts our results of operations.

o Our potential inability to integrate acquired operations or complete
our restructuring could have a negative effect on our expenses and results of
operations.

o We could face unanticipated environmental liabilities or costs related
to both real property that we own or that we acquire through foreclosure.
Compliance with federal, state and local environmental laws and regulations,
including those related to investigation and clean-up of contaminated sites, may
increase our capital costs and operating expenses.

o As a bank holding company that conducts substantially all of its
operations through its subsidiaries, the ability of the parent company to pay
dividends, repurchase its shares or to repay its indebtedness depends upon the
results of operations of its subsidiaries and their ability to pay dividends to
the parent company. Dividends paid by these subsidiaries are subject to limits
imposed by federal and state law.

Other factors not currently anticipated by management may also materially and
adversely affect our results of operations. There can be no assurance that
future results will meet expectations. While we believe that our forward-looking
statements are reasonable, you should not place undue reliance on any
forward-looking statement. In addition, these statements speak only as of the
date made. We do not undertake, and expressly disclaim any obligation, to update
or alter our statements whether as a result of new information, future events or
otherwise, except as required by applicable law.

CRITICAL ACCOUNTING POLICIES

Citizens' Consolidated Financial Statements are prepared in accordance with
accounting principles generally accepted in the United States and follow general
practices within the industries in which we operate. Application of these
principles requires management to make estimates, assumptions, and judgments
that affect the amounts reported in the financial statements and accompanying
notes. These estimates, assumptions and judgments are based on information
available as of the date of the financial statements; accordingly, as this
information changes, the financial statements could reflect different estimates,
assumptions and judgments. Certain policies inherently have a greater reliance
on the use of estimates, assumptions, and judgments and as such, have a greater
possibility of producing results that could be materially different than
originally reported. Based on the valuation techniques used and the sensitivity
of financial statement amounts to the methods, assumptions and estimates
underlying those amounts, management has identified the determination of the
allowance for loan losses and the benefit obligation and net periodic pension
expense for our employee pension and postretirement benefit plans to be the
accounting areas that require the most subjective or complex judgments, and,
therefore, are the most likely to vary materially as new information becomes
available. Our significant accounting policies are more fully described in Note
1 to the audited Consolidated Financial Statements contained in our 2003 Annual
Report on Form 10-K and the more significant assumptions and estimates made by
management are more fully described in "Management's Discussion and Analysis of
Financial Condition and Results of Operations - Critical Accounting Policies" in
our 2003 Annual Report on Form 10-K. There have been no material changes to
those policies or the estimates made pursuant to those policies during the most
recent quarter.

SALE OF ILLINOIS BANK

On August 5, 2004, Citizens completed the sale of its subsidiary bank, Citizens
Bank-Illinois, N.A. (the "Illinois Bank"), to Metropolitan Bank Group, Inc., of
Chicago, Illinois in a cash transaction valued at $26.25 million. The Illinois
Bank had three locations with $173.2 million of assets, $78.5 million of loans
and $155.3 million of deposits as of August 5, 2004. Citizens realized a pre-tax
gain of $11.7 million on the sale of the stock of the Illinois Bank. The sale of
the Illinois Bank generated a tax loss because Citizens' tax basis in the stock
of the Illinois Bank was greater than the Illinois Bank's sale price.

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PREPAYMENT OF FHLB ADVANCES AND ISSUANCE OF NEW FHLB DEBT

Citizens prepaid $235 million of Federal Home Loan Bank ("FHLB") advances that
were convertible to a floating rate at the option of the FHLB during the third
quarter of 2004. The after-tax effect of the prepayment penalties on the debt
largely offset the pre-tax gain on the sale of the Illinois Bank, resulting in a
relatively neutral effect on earnings per share for the third quarter.
Additionally, during the third quarter of 2004, Citizens issued $275 million of
new FHLB fixed rate advances at approximately 150 basis points below the annual
cost of the retired debt. The improved structure and lower cost is expected to
improve Citizens' net interest margin and interest rate sensitivity and to
offset the negative impact on future results of operations from the sale of the
Illinois Bank. The tax loss from the Illinois Bank sale along with lower pre-tax
earnings resulting from the prepayment penalties of FHLB advances contributed to
reduced income tax expense for the third quarter.

REORGANIZATION OF GOLDEN OAK FUNDS

On September 29, 2004, Citizens Bank Wealth Management, N.A. completed its
reorganization of the seven Golden Oak Funds managed by its affiliate CB Capital
Management, Inc. into two leading fund groups: Goldman Sachs Asset Management
and Federated Mutual Fund Services. Six of the Golden Oak portfolios merged with
comparable portfolios managed by Goldman Sachs, and one portfolio merged with a
comparable portfolio offered by Federated. The assets of the Golden Oak funds
have been exchanged for shares of the acquiring funds. Golden Oak mutual fund
portfolios had approximately $450 million in assets under management. Citizens
does not anticipate to experience any material financial impact from this
reorganization.

REPLACEMENT OF BROKER/DEALER SERVICES VENDOR

On July 26, 2004, the brokerage and investment areas located at Citizens Bank
and F&M Bank completed a conversion that will better position the banks to
compete with national brokerage firms and in the local investment arena. The new
program will be marketed under the names of Investment Center At Citizens Bank,
and Investment Center At F&M Bank. In addition, Citizens replaced its
broker/dealer services vendor with Independent Financial Marketing Group, Inc.
("IFMG"), which will provide marketing support, advanced technology and improved
processing capabilities. Citizens anticipates enhanced brokerage and investment
fee revenue and improved brokerage unit profitability beginning in subsequent
periods as a result of this relationship.

RESULTS OF OPERATIONS

EARNINGS SUMMARY

Citizens earned net income of $19,646,000, or $0.45, per diluted share for the
three months ended September 30, 2004, compared with $19,605,000, or $0.45 per
diluted share, for the same quarter of 2003. Annualized returns on average
assets and average equity for the quarter were 1.02% and 12.27%, respectively,
compared with 1.00% and 12.55%, respectively, in 2003. For the nine months ended
September 30, 2004, net income was $55,811,000 or $1.28 per diluted share
compared with net income of $47,877,000 or $1.10 per diluted share for the same
period of 2003. Annualized returns on average assets and average equity during
the first nine months of 2004 were 0.97% and 11.72%, respectively, compared with
0.83% and 10.10%, respectively, in 2003.

Results for the third quarter of 2004 reflect continued improvement in credit
quality, consistent growth in consumer loans, strong performance in core
deposits, and reduced noninterest expense, on a linked quarter basis, excluding
the FHLB prepayment penalties. Total assets decreased from December 31, 2003 due
to the sale of the Illinois Bank (which had $173.2 million in assets at the date
of the sale) and from declines in both the investment portfolio and mortgage
loans held for sale, while total portfolio loans increased.

Net interest income for the quarter was down from the same quarter last year due
to decreases in mortgage loans held for sale and commercial loans. The provision
for loan losses decreased significantly from the same quarter last year due to a
lower level of net charge-offs as Citizens continues to fund provision based on
its ongoing quarterly assessments of the allowance for loan loss adequacy, the
significant decline in nonperforming assets, and fewer risk rating downgrades
within the commercial loan portfolio. Noninterest income increased $10.0 million
compared with the third quarter of 2003 due to the $11.7 million pre-tax gain on
the sale of the Illinois Bank, partially offset by a decline in mortgage fees.
Citizens' retirement of $235 million of the FHLB debt resulted in an $18 million
prepayment penalty, which contributed to the increased noninterest expense
compared to the third quarter of 2003.

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NET INTEREST INCOME AND NET INTEREST MARGIN

An analysis of net interest income, interest spread and net interest margin with
average balances and related interest rates for the three and nine months ended
September 30, 2004 and 2003 is presented below.

- ----------

(1) Interest income shown on actual basis and does not include taxable
equivalent adjustments.

(2) Average rates are presented on an annual basis and include taxable
equivalent adjustments to interest income of $10,068,000 and
$10,120,000 for the nine months ended September 30, 2004 and 2003,
respectively, based on a tax rate of 35%.

(3) Certain amounts have been reclassified to conform with current year
presentation.

(4) For presentation in this table, average balances and the corresponding
average rates for investment securities are based upon historical cost,
adjusted for amortization of premiums and accretion of discounts.

Net interest income decreased $1.9 million to $69.3 million in the third quarter
of 2004 compared with $71.2 million in the same quarter of 2003. The decrease in
net interest income compared with the third quarter of 2003 resulted from a
decline in the net interest margin, the sale of the Illinois Bank and lower
average earning assets. At August 5, 2004, the earning assets for the Illinois
Bank were $169.4 million. For the nine months ended September 30, 2004, net
interest income declined $8.7 million to $206.8 million compared with the same
period of the prior year due to a decline in net interest margin percentage.
Earning assets declined in the third quarter of 2004 compared with the same
quarter of 2003 due to a decline in mortgage

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loans held for sale from lower refinancing activity and the sale of the Illinois
Bank. The Illinois Bank contributed approximately $60 million to average earning
assets during the third quarter of 2004. In the fourth quarter Citizens
anticipates its net interest margin to be slightly higher while its net interest
income will be comparable to or slightly lower than the third quarter levels as
earning assets and net interest income in the fourth quarter will fully reflect
the August sale of the Illinois Bank.

Net interest margin decreased to 4.02% in the third quarter of 2004 compared
with 4.03% in the third quarter of 2003. The decrease in net interest margin
from the third quarter of 2003 resulted from declines in yields on the loan
portfolio, reflecting the normal margin compression in a flat rate environment,
substantially offset by lower funding costs, which increased more slowly than
asset yields following the second and third quarter 2004 Federal Reserve
increases in short term interest rates and a higher yield on the investment
portfolio. For the nine months ended September 30, 2004, net interest margin
declined to 4.00% compared with 4.17% for the same period of 2003. The 44 basis
point decline in the yield on earning assets for the first nine months of 2004
was partially offset by a 29 basis point decline in the cost of interest bearing
liabilities as the cost of all funding sources, with the exception of short-term
borrowings, declined in the lower interest rate environment.

The table below shows the effect of changes in average balances ("volume") and
market rates of interest ("rate") on interest income, interest expense and net
interest income for major categories of earning assets and interest-bearing
liabilities.

(1) Changes are based on actual interest income and do not reflect taxable
equivalent adjustments.

(2) Changes not solely due to changes in volume or rates have been
allocated in proportion to the absolute dollar amounts of the change in
each.

The decrease in net interest income for the three months ended September 30,
2004 compared with the same period of 2003 reflects both unfavorable
rate-related variances and unfavorable volume-related variances. The unfavorable
volume-related variance in the mortgage loans held for sale category was driven
by a decrease in mortgage loan origination volume. Declines in commercial loan
volume were offset by direct and indirect consumer loan growth. Volume declines
in time deposits were partially offset by increases in savings and short-term
borrowings. The favorable rate-related variance in taxable investment securities
was driven by lower purchase premium amortization expense than in the comparable
period. Unfavorable rate-related variances across the four loan portfolio
categories persist as fixed rate loans continued to reprice lower due to the low
rate environment. Low long-term rates also resulted in favorable rate variances
in time deposits. Short-

20

term borrowings and long-term debt yields repriced higher with the recent
increases in short-term market interest rates pursuant to Federal Reserve
actions during the third quarter of 2004.

The decrease in net interest income for the nine month period ended September
30, 2004 compared with the same periods of 2003 reflects unfavorable
rate-related variances, partially offset by net favorable volume-related
variances. The favorable volume-related variance in the investment securities
portfolio was attributable to the 2003 portfolio expansion program, and the
favorable volume variance in the direct and indirect consumer loan portfolios
was due to loan growth. The favorable variances were partially offset by lower
volumes of commercial and mortgage loans, and mortgage loans held for sale.
Commercial loan volumes declined due to lower demand for commercial credit, high
repayment activity and continued reduction of exposure on credits not meeting
our risk parameters. Mortgage loan volumes declined due to continued refinance
and repayment activity and our strategy to sell most new mortgage loan
production into the secondary market. The favorable volume variance from lower
time deposit balances was partially offset by unfavorable volume variances in
other deposit categories, short-term borrowings and long term debt. The
unfavorable rate-related variances were due to lower yields on virtually all
asset categories as fixed rate loans and investment securities portfolios
continued to reprice lower throughout 2003 and into the first nine months of
2004 due to the extended low interest rate environment. Lower yields on earning
assets were only partially offset by lower funding costs. While the cost of most
funding categories declined in the nine month period ended September 30, 2004
compared with the same periods of the prior year, interest expense on such
interest-bearing funds declined less than interest income on earning assets.

NONINTEREST INCOME

Noninterest income for the third quarter of 2004 increased $10.0 million or
40.0% to $35.1 million compared with the third quarter of 2003. The increase
occurred as a result of an $11.7 million pre-tax gain on the sale of the
Illinois Bank and a $1.5 million increase in deposit service charges, partially
offset by a $3.7 million decline in mortgage and other loan income.

Noninterest income for the nine months ended September 30, 2004 increased $7.2
million or 9.8% to $80.4 million compared with $73.2 million in the first nine
months of 2003 due to the $11.7 million pre-tax gain on the sale of the Illinois
Bank and an increase in deposit service charges of $4.5 million, partially
offset by an $8.9 million decrease in mortgage and other loan income and the
$2.1 million loss on investment securities designated for sale in the second
quarter of 2004.

An analysis of the sources of noninterest income during the three and nine
months ended September 30, 2004 and 2003 is summarized in the table below.

N/M - Not Meaningful

Deposit service charges increased in both the three and nine months ended
September 30, 2004 compared with the same periods of the prior year due to
higher overdraft fee income. Initiatives implemented over the last six quarters
have improved the revenue generated from deposit service charges through
enhanced waiver management and slight increases in certain fees.

Trust fees decreased in the three month period ended September 30, 2004 compared
with the same period of the prior year due to the merger of the Golden Oak Funds
and a reduction of a large relationship. Trust fees increased in the first nine
months of 2004 compared with the same period in 2003 due to stronger financial
markets and Citizens' sales and sales management processes implemented in the
first quarter of 2004, which are focused on relationship management and new
business development strategies. Total trust assets under administration
decreased $6.2 million to $2.6 billion at September 30, 2004 compared to
September 30, 2003.

21

Mortgage and other loan income declined in both the three and nine months ended
September 30, 2004 compared with the same periods of the prior year. The decline
in revenue is reflective of the decrease in mortgage loan origination volume in
the three and nine months ended September 30, 2004 compared with the same
periods of the prior year. Loans originated for sale declined $821 million to
$252 million in the nine month period ended September 30, 2004 compared with the
same period of the prior year.

The decrease in brokerage and investment fees in the three month period ended
September 30, 2004 compared with the same period of the prior year was due to a
shorter brokerage sales campaign cycle, staffing changes and the replacement of
Citizens' broker/dealer services vendor with Independent Financial Marketing
Group, Inc. The change to IFMG was made to provide enhanced marketing support,
advanced technology and improved processing capabilities. Brokerage and
investment fees increased in the nine month period ended September 30, 2004
compared with the same period in 2003. The increases in brokerage and investment
fees were due to a successful brokerage sales campaign conducted in the second
quarter of 2004 in which the Consumer and Wealth Management lines of business
collaborated to generate $34 million in brokerage and investment sales and $1.4
million in fee income.

Bankcard fees increased in both the three and nine months ended September 30,
2004 compared with the same periods of the prior year due to interchange income
related to debit card transactions.

A distribution of $0.8 million received in the third quarter of 2004 related to
venture capital investments made beginning in 1998 contributed to the increase
in other noninterest income. Additionally, profit on the sales of closed bank
premises was $0.3 million and $1.3 million for three and nine month periods,
respectively. Citizens recognized a $0.2 million gain on the reorganization of
its Golden Oak Funds in the third quarter of 2004 and a $0.3 million gain on the
sale of credit card loans in the second quarter of 2004. Offsetting these gains
was a reduction of title insurance fee income of $0.4 million and $1.0 million
for the three and nine month periods, respectively. Title insurance fee income
is down as a result of lower mortgage originations.

The third quarter of 2004 included securities gains of $0.5 million reflecting
the actual trading of some securities designated for sale during the second
quarter of 2004 that generated a $2.1 million loss during that quarter.

Excluding the pre-tax gain on the sale of the Illinois Bank, Citizens
anticipates total noninterest income in the fourth quarter to be slightly higher
than the third quarter level based on current business trends.

NONINTEREST EXPENSE

Noninterest expense increased $19.4 million or 32.5% to $79.0 million in the
third quarter of 2004 compared with $59.6 million in the third quarter of 2003.
This increase was primarily due to an $18 million prepayment penalty on high
cost Federal Home Loan Bank ("FHLB") debt and, to a lesser extent, to higher
compensation, occupancy, advertising, telephone and other costs relating to the
Oakland County initiative launched during the fourth quarter of 2003. For the
nine month period ended September 30, 2004, noninterest expense increased $29.1
million or 16.9% to $201.7 million compared with the same period in 2003
reflecting the same increases caused by the prepayment penalty on the FHLB debt
and the impact of the Oakland County initiatives. An analysis of the components
of noninterest expense during the three and nine months ended September 30, 2004
and 2003 is summarized in the table below.

22

N/M - Not Meaningful

Salaries and employee benefits increased due to higher salaries and benefits in
Oakland County of $1.2 million and $3.9 million in the three and nine month
periods, respectively, resulting from the previously announced Oakland County
expansion initiative. Employee benefits increased in both the three and nine
month periods due to higher pension, medical and other employee benefits
expenses. Normal salary merit increases were offset by a reduction in staffing
levels. Citizens had 2,260 full time equivalent employees at September 30, 2004,
down from 2,353 at September 30, 2003.

Occupancy costs increased in both the three and nine month periods ended
September 30, 2004 compared with the same periods of the prior year. Building
rent and other occupancy costs increased $0.3 million and $0.5 million for the
three and nine month periods, respectively, due to the opening of new branches
and two regional hubs in Oakland County. Other occupancy costs increased $0.1
million and $1.0 million in the three and nine month periods, respectively,
largely due to higher maintenance, insurance, energy and real estate tax
expenses.

Professional services expense decreased for the three and nine month periods
ended September 30, 2004 due to lower executive recruiting and relocation costs
and a decline in costs associated with banking industry consultants, partially
offset by higher costs related to new internal control evaluation procedures to
comply with Section 404 of the Sarbanes-Oxley Act.

Equipment expense decreased and telephone expense increased for the three and
nine month periods ended September 30, 2004 due to the reclassification of data
transmission costs from equipment expense to telephone expense in connection
with a new services contract.

Data processing services were unchanged for the three month period and increased
during the nine month period ended September 30, 2004 compared with the same
periods of the prior year. The increase in the nine month period is due to
higher processing costs related to the fourth quarter 2003 implementation of the
new trust and investment accounting systems and operations with SEI Investments,
and retirement services recordkeeping systems and operations with EPIC Advisors,
Inc. These increases were offset in the three month period and were partially
offset in the nine month period by lower processing costs on Citizens' core loan
and deposit systems.

Advertising and public relations expense increased in both the three and nine
month periods ended September 30, 2004 compared with the same periods of the
prior year. Advertising to support Citizens' Oakland County initiative accounted
for $1.3 million and deposit-focused promotions and the new brand introduction
accounted for $0.9 million of the nine month period increase.

Other loan fee expense decreased $1.0 million and $0.5 million for the three and
nine month periods ended September 30, 2004, respectively, compared with the
same periods of the prior year. Loan fee expenses decreased due to a lower
provision for losses on unfunded loan commitments and lower mortgage loan
expenses due to the lower mortgage loan origination volume.

Other noninterest expense increased $0.8 million and $2.4 million for the three
and nine month periods ended September 30, 2004, respectively, compared with the
same periods of the prior year. Contributing to the increases for the three and
nine

23

month periods were higher expenses from reconciliation items, including certain
tax related items, identified during the current quarter, training and travel
expenses and lower deferred loan origination costs, partially offset by lower
expenses for other real estate. Service fees are lower both in the quarter and
in the nine month period ended September 30, 2004 due to implementation costs
associated with Wealth Management's strategic alliances with SEI Investments,
EnvestnetPMC, Inc., and EPIC Advisors, Inc. incurred in the third and fourth
quarter of 2003.

Excluding the effects of the prepayment penalty on FHLB debt, Citizens
anticipates that noninterest expense in the fourth quarter will be less than the
third quarter level.

INCOME TAXES

Income tax provision decreased to $0.8 million and $13.3 million in the three
and nine months ended September 30, 2004, respectively, compared with $6.7
million and $13.4 million in the same periods in 2003. The effective tax rate,
computed by dividing the provision for income taxes by income before taxes, was
3.8% and 19.2% for the three and nine months ended September 30, 2004,
respectively, compared with 25.5% and 21.9% for the same periods of 2003. Income
tax provision for the three months ended September 30, 2004 was significantly
lower compared to the same period of the prior year due to the sale of the
Illinois Bank, as the tax basis on the stock of the bank was greater than the
sale price, resulting in a tax loss. The remaining reduction in income tax
provision was due to lower pre-tax earnings in the third quarter of 2004 largely
as a result of the prepayment penalties on the FHLB debt.

LINES OF BUSINESS RESULTS

We monitor our financial performance using an internal profitability measurement
system, which provides line of business results and key performance measures.
Our business line results are divided into four major business segments:
Commercial Banking, Consumer Banking, Wealth Management and Other. For
additional information about each line of business, see Note 20 to the
Consolidated Financial Statements of our 2003 Annual Report on Form 10-K and
Note 5 to the unaudited Consolidated Financial Statements in this report. A
summary of net income by each business line is presented below.

COMMERCIAL BANKING

The increases in net income in both the three and nine month periods ended
September 30, 2004 were attributable to a decrease in the provision for loan
losses, partially offset by declines in net interest income and noninterest
income and higher noninterest expenses. The significant decline in the loan loss
provision was due to lower net charge-offs, largely resulting from a single
credit of $11.5 million in the first quarter of 2003, fewer commercial loan risk
rating downgrades and improving non-performing asset levels. Net interest income
declined in both the three and nine month periods ended September 30, 2004 as a
result of lower average commercial loan balances due to lower demand for
commercial credit, high repayment activity and continued reduction of exposure
on credits not meeting our risk parameters. The decline in loans occurred in
most markets with the exception of Oakland County, which experienced strong
growth. Noninterest income declined due to lower deposit service charges and
cash management fees as certain commercial account relationships were
transferred from Commercial Banking to Consumer Banking beginning in the second
quarter of 2003, based upon the client's assigned office. Noninterest expense
increased due to higher compensation costs as a result of an increase in
commercial banking staff, lower deferred origination-related compensation and
higher recruiting-related incentives in Oakland County and other markets.

CONSUMER BANKING

The decrease in net income for the three months ended September 30, 2004
compared to the same period of the prior year was due to a decrease in net
interest income and noninterest income, partially offset by a decrease in
provision for loan losses. Lower mortgage portfolio loans and mortgage loans
held for sale contributed to the decline in net interest income. Noninterest
income decreased as a result of decreased mortgage income from lower refinance
activity, partially offset by increases in deposit service charges. The decrease
in provision for loan losses reflected a higher loss allocation for our

24

wholesale mortgage business in 2003. The increase in net income for the nine
months ended September 30, 2004 compared to the same period a year ago was due
to decreases in provision for loan losses offset by decreases in net interest
income and noninterest income. Noninterest income decreased due to lower
mortgage income resulting from lower refinance volumes, partially offset by net
gains related to the sale of branch properties and an increase in deposit
service charge income as a result of changes in fee structure and some shifted
commercial accounts. The decline in the provision for loan losses reflected the
lower level of net charge-offs. Net interest income was lower as a result of
declines in the mortgage portfolio compared to the same period a year ago. This
decline was partially offset by successful home equity campaigns managed through
the consumer line of business which resulted in 17.7% growth in the home equity
loan portfolio during the nine month period ended September 30, 2004.
Noninterest expense declined reflecting the prior year efforts to improve
efficiency levels in the branches which were partially offset by the expansion
into Oakland County.

WEALTH MANAGEMENT

The increase in net income for the three month period ended September 30, 2004
was due to an increase in net interest income and a decline in noninterest
expense partially offset by lower noninterest income. Net interest income
increased due to the internal transfer of loans and deposits to Wealth
Management from the Commercial Banking and Consumer Banking lines of business to
better align customer relationships. Noninterest income declined due to lower
trust and brokerage fees partially offset by a gain on the reorganization of the
Golden Oak Funds. Trust fees decreased due to the merger of the Golden Oak Funds
and a reduction of a large relationship. Brokerage and investment fees decreased
due to a shorter brokerage sales campaign cycle, the IFMG conversion, and
staffing changes. Noninterest expense declined due to implementation costs
associated with Wealth Management's strategic alliances with SEI Investments,
EnvestnetPMC, Inc., and EPIC Advisors, Inc. incurred in 2003 partially offset by
higher incentive-based compensation and higher runrate data processing costs
related to implementation of the new trust and investment accounting systems and
operations with SEI Investments and retirement services recordkeeping systems
and operations with EPIC Advisors, Inc..

The increase in net income for the nine month period ended September 30, 2004
was due to increases in net interest income and noninterest income partially
offset by an increase in noninterest expense. Net interest income increased due
to the internal transfer of loans and deposits to Wealth Management from the
Commercial Banking and Consumer Banking lines of business to better align
customer relationships. Noninterest income increased due to higher trust fees,
brokerage fees, and a gain on the reorganization of the Golden Oak Funds. Trust
fees increased due to stronger financial markets and Citizens' sales and sales
management processes implemented in the first quarter of 2004, which are focused
on relationship management and new business development strategies. The
increases in brokerage and investment fees were due to a successful brokerage
sales campaign conducted in the second quarter of 2004 in which the Consumer and
Wealth Management lines of business collaborated to generate $34 million in
brokerage and investment sales and $1.4 million in fee income. Noninterest
expense increased due to higher incentive-based compensation and higher runrate
data processing costs related to implementation of the new trust and investment
accounting systems and operations with SEI Investments and retirement services
recordkeeping systems and operations with EPIC Advisors, Inc. partially offset
by lower implementation costs associated with Wealth Management's strategic
alliances with SEI Investments, EnvestnetPMC, Inc., and EPIC Advisors, Inc. and
a net loss related to the settlement of a lawsuit incurred in 2003.

OTHER

Net income for the three month period ended September 30, 2004 was virtually
unchanged compared to the same period of 2003. Included in the third quarter was
the pre-tax gain on the sale of the Illinois Bank partially offset by the
prepayment penalty associated with the retirement of $235 million of high cost
FHLB advances. Net income declined $8.7 million in the nine month period ended
September 30, 2004 compared to the same period a year ago due to the loss
generated on the sale of investment securities during the second quarter. In
addition, higher noninterest expense resulted from increases in employee
benefits expense, occupancy related costs, and reconciliation items including
certain tax related items.

FINANCIAL CONDITION

Total assets were $7.659 billion at September 30, 2004, a decrease of $51.6
million or 0.7% compared with December 31, 2003. Total assets decreased due to
the sale of the Illinois Bank which had $173.2 million in assets at the date of
sale, and declines in both the investment portfolio and mortgage loans held for
sale, partially offset by growth in total portfolio loans. Portfolio loans
increased $53.7 million or 1.0% compared with year end 2003 as consumer loans
and mortgage loans increased while commercial loans declined. Total deposits at
September 30, 2004 decreased $174.9 million or 3.2% to $5.267 billion compared
with December 31, 2003 largely due to the Illinois Bank sale which had $155.3
million in deposits at the date of sale, and a decline in time deposits
reflecting Citizens' less aggressive pricing posture during the low interest
rate environment.

25

INVESTMENT SECURITIES AND MONEY MARKET INVESTMENTS

Total average investments, including money market investments, comprised 27.1%
of average earning assets during the first nine months of 2004 compared with
24.4% for the same period of 2003, a $198 million increase from the prior year
average levels. The increase was due to purchases of securities beginning in
March 2003, when Citizens implemented an investment portfolio expansion plan to
help offset the effect on net interest income of weak loan demand. In accordance
with the plan, Citizens purchased approximately $500 million of mortgage backed
securities and collateralized mortgage obligations with average lives of three
to five years and an average duration of two to four years, resulting in
interest spreads of up to 250 basis points over funding sources. The purchases
were funded with cash flow from loan repayments, runoff of investments and
short- and medium-term borrowings.

PORTFOLIO LOANS

Portfolio loans increased $55.6 million or 1.1% compared with December 31, 2003
as consumer loans increased while commercial loans declined. Consumer loans,
excluding mortgage loans, increased $207.1 million or 11.7% at September 30,
2004 compared with December 31, 2004 due to strong growth in home equity loans.
Home equity loans increased $132.4 million or 17.7% in the nine months ended
September 30, 2004. The recreational vehicle and marine segments of the indirect
loan portfolio also experienced strong growth due to continued emphasis on
service and maintaining strong relationships with existing dealers. The home
equity and indirect lending growth has been partially offset by declines in
direct installment and bankcard loans of $12.0 million and $7.0 million,
respectively, since December 31, 2003.

Real Estate mortgage loans increased $4.1 million or 1.0% compared to December
31, 2003. The increase in the mortgage portfolio occurred due to slower
repayment and refinance activity coupled with Citizens' strategy to sell most
new mortgage loan production into the secondary market. Closed mortgage loan
volume declined to $125 million in the third quarter of 2004 compared with $444
million in the third quarter of 2003. New mortgage loan production was spurred
during the second and third quarters of 2003 by a strong refinance market as a
result of the low interest rate environment. Compared with September 30, 2003,
mortgage loans increased $9.7 million or 2.0% at September 30, 2004 as a result
of decreases in prepayments from refinancing.

Commercial loans, including real estate construction loans, decreased $155.6
million or 5.1% at September 30, 2004 compared with December 31, 2003, due to
lower demand for commercial credit, high repayment activity, the sale of the
Illinois Bank (which equated to $52.9 million at the date of sale) and continued
reduction of exposure on credits not meeting Citizens' risk parameters.
Excluding the reduction as a result of the sale of the Illinois Bank, commercial
loans declined by $5.1 million in the third quarter of 2004 from the second
quarter of 2004. This is the second consecutive quarter that the continued
strong growth in Michigan's Oakland County market nearly offset the decline in
all of Citizens' other markets and represents the lowest overall quarterly
reduction since September 2002.

Growth in consumer loans is anticipated to continue during the remainder of 2004
led by strong growth in home equity loans and more moderate growth in indirect
loans, primarily marine and recreational vehicle loans, consistent with the
trend in consumer loan growth over the past twelve months. Mortgage loans are
expected to remain flat through year end. Commercial loans are anticipated to
flatten during the remainder of 2004 with improvement in new business
development led by the Oakland County market offsetting expected reductions in
other markets.

At September 30, 2004 and 2003, $47.1 million and $65.6 million, respectively,
of residential real estate loans originated and subsequently sold in the
secondary market were being serviced by Citizens. Capitalized servicing rights
relating to the serviced loans were fully amortized in June 2003.

MORTGAGE LOANS HELD FOR SALE

Mortgage loans held for sale were $15.7 million at September 30, 2004, down
$26.8 million compared with December 31, 2003 and $114.9 million lower compared
with September 30, 2003. These balances generally track with the level of
originations, as we sell most of our new residential mortgage loan production
into the secondary market due to the low interest rate environment. Closed
mortgage loan volume declined to $125 million in the third quarter of 2004
compared with $444 million in the third quarter of 2003. New mortgage loan
production was spurred during the third quarter of 2003 by a strong refinance
market as a result of the low interest rate environment. Average mortgage loans
held for sale during the first nine months of 2004 comprised 0.5% of average
earning assets compared with 2.6% during the same period in 2003. Mortgage loans
held for sale are accounted for on the lower of cost or market basis.

26

PROVISION AND ALLOWANCE FOR LOAN LOSSES

A summary of loan loss experience during the three and nine months ended
September 30, 2004 and 2003 is provided below.

- ---------------
(1) Balances exclude mortgage loans held for sale.

Net charge-offs declined in the third quarter of 2004 compared with the third
quarter of 2003 due primarily to lower net charge-offs in the commercial loan
portfolio and, to a lesser extent, lower consumer loan net charge-offs. Net
charge-offs declined in the nine month period compared to the same period a year
ago due to an $11.5 million charge-off on a single commercial credit in the
first quarter of 2003 coupled with a lower level of net charge-offs resulting
from improvement in credit quality in the portfolio. Citizens has made an
aggressive effort over the last two years to appropriately identify and address
criticized and classified assets.

The decrease in the provision for loan losses reflects the lower level of net
charge-offs, a reduction in nonperforming assets and fewer risk rating
downgrades on commercial credits during the quarter. Citizens anticipates both
net charge-offs and provision expense to be approximately the same level in the
fourth quarter of 2004 as in the third quarter.

27

The allowance for loan losses represents our estimate of potential losses
inherent in the loan portfolio. The allowance is based on ongoing quarterly
assessments and is maintained at a level management considers to be adequate to
absorb potential loan losses identified with specific customer relationships and
for potential losses believed to be inherent in the loan portfolio that have not
been specifically identified. Our evaluation process is inherently subjective as
it requires estimates that may be susceptible to significant change and have the
potential to materially affect net income. Default frequency, internal risk
ratings, expected future cash collections, loss recovery rates, and general
economic factors, among other things, are considered in this evaluation, as are
the size and diversity of individual large credits. While we continue to enhance
our loan loss allocation model and risk rating process, we have not
substantively changed our overall approach in the determination of the allowance
for loan losses in 2004 from 2003. Our methodology for measuring the adequacy of
the allowance relies on several key elements, which include specific allowances
for identified problem loans, a formula-based risk-allocated allowance for the
remainder of the portfolio and an unallocated allowance that reflects our
evaluation of a number of other risk factors discussed below. This methodology
is discussed in our 2003 Annual Report on Form 10-K.

The allowance for loan losses totaled $122.2 million or 2.30% of loans at
September 30, 2004, consistent with the December 31, 2003 level of $123.5
million or 2.35% of loans. At September 30, 2004, the allowance allocated to
specific commercial and commercial real estate credits was $21.0 million
compared with $18.3 million at December 31, 2003. The increase was attributable
to a re-evaluation of the underlying collateral values of a number of
substandard credits. Criticized and classified credits subject to specific
reserves are relatively flat at $52.1 million as of September 30, 2004 compared
with $54.0 million at September 30, 2003.

The total formula risk-allocated allowance was $80.4 million at September 30,
2004, down from $101.4 million at September 30, 2003. The amount allocated to
commercial and commercial real estate loans, including construction loans,
decreased to $57.0 million at September 30, 2004 compared with $69.7 million at
December 31, 2003. The decrease reflected a lower level of nonperforming assets
in these categories as well as the previously mentioned increase in the
allowance related to specific identified credits. The risk-allocated allowance
for residential real estate loans increased to $6.0 million at September 30,
2004 compared with $4.7 million at December 31, 2003, reflecting a higher loss
allocation factor applied to the mortgage portfolio. The risk-allocated
allowance for consumer loans, excluding mortgage loans, increased to $17.4
million at September 30, 2004 compared with $14.6 million at December 31, 2003,
due to growth in the home equity loan portfolio and reserves established to
cover indirect dealer issues.

The unallocated allowance increased to $20.8 million at September 30, 2004,
compared with $15.7 million at December 31, 2003. The unallocated portion of the
allowance is maintained to address the uncertainty relating to factors affecting
the determination of potential losses inherent in the loan portfolio that may
not have yet manifested themselves in our specific allowances or in the
historical loss factors used to determine the formula allowances, such as
geographic expansion, the possible imprecision of internal risk-ratings within
the portfolios, continued weak general economic and business conditions,
uncertainties related to interpreting our internal underwriting guidelines,
illegal activities by customers, and changes in the composition of our
portfolio. The increase in unallocated allowance resulted from additional
uncertainty in high-risk energy-dependent industries such as trucking and
tourism and additional uncertainty regarding agricultural businesses.

The amount of the provision for loan losses is based on our review of the
historical credit loss experience and such factors that, in our judgment,
deserve consideration under existing economic conditions in estimating potential
credit losses. While we consider the allowance for loan losses to be adequate
based on information currently available, future adjustments to the allowance
may be necessary due to changes in economic conditions, delinquencies or loss
rates. The methods we use to determine the provision for loan losses and the
factors we consider are described in "Management's Discussion and Analysis of
Financial Condition and Results of Operations" in our 2003 Annual Report on Form
10-K.

28

NONPERFORMING ASSETS

Nonperforming assets are comprised of nonaccrual loans, loans with restructured
terms and repossessed assets that are mostly real estate related. Although these
assets have more than a normal risk of loss, they will not necessarily result in
a higher level of losses in the future. The table below provides a summary of
nonperforming assets as of September 30, 2004, December 31, 2003 and September
30, 2003.

- ---------
(1) Portfolio loans exclude mortgage loans held for sale.

The level of nonperforming commercial loans at September 30, 2004 continued to
decline compared to December 31, 2003 as a result of focused aggressive
collection and workout efforts as well as the sale of one of our two largest
nonperforming assets and the receipt of a significant cash payment on the other
during the first quarter of 2004. These two credits reduced nonperforming assets
by $8.4 million. Changes in nonperforming loans are reflected in the allowance
for loan losses through specific and risk allocated allowances. As of September
30, 2004, the total allocated allowance for nonaccrual commercial loans was
approximately $4.9 million compared with $11.2 million at September 30, 2003.

In addition to loans classified as nonperforming, we carefully monitor other
credits that are current in terms of principal and interest payments but which
we believe may deteriorate in quality if economic conditions change. As of
September 30, 2004, such loans amounted to $161.3 million, or 3.1% of total
portfolio loans, compared with $189.8 million, or 3.6%, of total portfolio loans
as of December 31, 2003. These loans are mostly commercial and commercial real
estate loans made in the normal course of business and do not represent a
concentration in any one industry or geographic location.

29

Some of our nonperforming loans included in the nonperforming loan table above
are considered to be impaired. Total loans considered impaired and their related
reserve balances at September 30, 2004, December 31, 2003 and September 30, 2003
as well as their effect on interest income for the third quarter of 2004 and
2003 and fourth quarter of 2003 follows:

DEPOSITS

Total deposits decreased $174.9 million or 3.2% to $5.267 billion at September
30, 2004 compared with $5.442 billion at December 31, 2003. The decline in
deposits occurred largely within time deposits, reflecting Citizens' less
aggressive pricing posture during the low interest rate environment. Time
deposits declined $354.4 million to $1.606 billion at September 30, 2004
compared with $1.960 billion at December 31, 2003. Total deposits at the
Illinois Bank as of August 5, 2004 were $155.3 million.

Core deposits, which exclude time deposits, totaled $3.662 billion at September
30, 2004, an increase of $179.5 million or 5.2% compared with December 31, 2003.
The increase in core deposits occurred largely as a result of the growth in a
new market rate savings product, which has increased $435.9 million since
December 31, 2003. Additionally, noninterest bearing deposits have increased
$51.4 million since December 31, 2003. Offsetting these increases were declines
in interest-bearing checking deposits and savings account deposits. Total core
deposits at the Illinois Bank as of August 5, 2004 were $102.8 million.

We gather deposits primarily within our local markets and have not traditionally
relied on brokered or out of market purchased deposits for any significant
portion of our funding. At September 30, 2004, we had approximately $184 million
in brokered deposits, up slightly from $159 million at December 31, 2003. We
will continue to evaluate the use of alternative funding sources such as
brokered deposits as funding needs change. In addition to brokered deposits, we
had approximately $424 million of time deposits greater than $100,000, a
decrease of $36 million from December 31, 2003. Time deposits greater than
$100,000 consist of commercial, consumer and public fund deposits derived almost
exclusively from our local markets. We continue to promote relationship-based
core deposit growth and stability through focused marketing efforts and
competitive pricing strategies.

BORROWED FUNDS

Short-term borrowings are comprised of federal funds purchased, securities sold
under agreements to repurchase, other bank borrowings, FHLB advances and
Treasury Tax and Loan notes. As of September 30, 2004, short-term borrowed funds
totaled $751.5 million, an increase of $119.8 million or 19.0% compared with
December 31, 2003. For the nine months ended September 30, 2004, average
short-term borrowed funds totaled $630.6 million, an increase of $211.6 million,
or

30

50.5% from the same period of 2003. The increased short-term borrowings provided
funding to support expansion of the investment portfolio, which commenced in the
first quarter of 2003, and partially offset a decrease in average deposits.

Long-term debt consists almost entirely of advances from the FHLB to our
subsidiary banks, and subordinated notes issued by our holding company parent.
Average long-term debt totaled $932.5 million for the first nine months of 2004,
an increase of $96.5 million or 11.5% compared with the same period in 2003. The
increases resulted from the issuance of $125 million of subordinated debt in the
first quarter of 2003, $25 million of junior subordinated debentures in the
second quarter of 2003, and increases in FHLB advances. The $125 million of
subordinated debt and the $25 million of junior subordinated debentures qualify
as Tier II and Tier I capital, respectively, for regulatory risk-based capital
purposes and were issued to improve liquidity and risk-based capital ratios. The
increase in FHLB advances provided funding to support the expansion of the
investment portfolio and the decline in deposits during 2003. For further
information on the two subordinated debt issuances, refer to Note 12 to the
Consolidated Financial Statements in our 2003 Annual Report on Form 10-K.

New issuance of FHLB debt during the third quarter included (1) a $25 million
two year maturity non-amortizing fixed rate advance on July 2, 2004, (2) a $145
million four year maturity amortizing fixed rate advance on August 5, 2004, and
(3) a $130 million 4.5 year maturity amortizing fixed rate advance on August 5,
2004. Amortization does not begin until the 24th month after issuance on the
$145 million transaction, and does not begin until the 27th month after issuance
on the $130 million transaction. None of the three new FHLB debt issuances are
subject to conversion, put or call options. Prepayments, amortization and
terminations pursuant to put and call exercises exceeded new issuance of FHLB
debt by $10 million during the third quarter of 2004. Refer to Note 6 of this
quarterly report for further information about long-term debt.

CAPITAL RESOURCES

We continue to maintain a strong capital position, which supports our current
needs and provides a sound foundation to support further expansion. Our
regulatory capital ratios are consistently at or above the "well-capitalized"
standards and all of our bank subsidiaries have sufficient capital to maintain a
well capitalized designation. Our capital ratios as of September 30, 2004,
December 31, 2003 and September 30, 2003 are presented below.

Shareholders' equity at September 30, 2004 was $649.7 million, compared with
$635.2 million at December 31, 2003 and $634.1 million as of September 30, 2003.
Book value per common share at September 30, 2004, December 31, 2003 and
September 30, 2003 was $15.03, $14.69 and $14.67, respectively. We declared and
paid cash dividends of $0.285 per share in the third quarter of 2004, the same
as we declared and paid in the third quarter of 2003. During the third quarter
of 2004, we repurchased a total of 111,000 shares for $3.5 million. Information
regarding the Company's share repurchase program is set forth later in this
report under Part II, Item 2 "Unregistered Sales of Equity Securities and Use of
Proceeds."

CONTRACTUAL OBLIGATIONS AND OFF-BALANCE SHEET ARRANGEMENTS Our contractual
obligations and off-balance sheet arrangements are described in "Management's
Discussion and Analysis of Financial Condition and Results of Operations"
contained in our 2003 Annual Report on Form 10-K. In the first nine months of
2004, we entered into long term leases on new branch and administrative offices
in Oakland County with minimum annual lease commitments of approximately $1.0
million and total lease commitments over the life of the contracts of
approximately $12.0 million under the non-cancelable operating leases for these
facilities. Except for these new leases and as described elsewhere in this
Report on Form 10-Q, there have been no material changes to those obligations or
arrangements outside the ordinary course of business during the most recent
quarter.

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LIQUIDITY AND DEBT CAPACITY

We monitor and manage our liquidity position so that funds will be available at
a reasonable cost to meet financial commitments, to finance business expansion
and to take advantage of unforeseen opportunities. We manage the liquidity of
our parent company to pay dividends to shareholders, service debt, invest in
subsidiaries and to satisfy other operating requirements. We manage the
liquidity of our subsidiary banks to meet client cash flow needs while
maintaining funds available for loan and investment opportunities.

Our subsidiary banks derive liquidity primarily through core deposit growth,
maturity of money market investments, and maturity and sale of investment
securities and loans. Additionally, our subsidiary banks have access to market
borrowing sources on an unsecured, as well as a collateralized basis, for both
short-term and long-term purposes including, but not limited to, the Federal
Reserve and Federal Home Loan Banks where the subsidiary banks are members.

The primary sources of liquidity for the parent company are dividends from and
returns on investment in its subsidiaries. Each of our banking subsidiaries is
subject to dividend limits under the laws of the state in which it is chartered
and, as a member bank of the Federal Reserve System, is subject to the dividend
limits of the Federal Reserve Board. The Federal Reserve Board allows a member
bank to make dividends or other capital distributions in an amount not exceeding
the current calendar year's net income, plus retained net income of the
preceding two years. Distributions in excess of this limit require prior
approval of the Federal Reserve Board. As of October 1, 2004, the banking
subsidiaries could distribute to Citizens approximately $20.8 million in
dividends without regulatory approval.

An additional source of liquidity is the ability of our parent company to borrow
funds on both a short-term and long-term basis. Our parent company maintains a
$60 million short-term revolving credit facility with three unaffiliated banks.
As of September 30, 2004, we had no outstanding balance under this credit
facility. The current facility will mature in August 2005 and is expected to be
renewed at that time on substantially the same terms. The credit agreement also
requires Citizens to maintain certain financial covenants related to asset
quality and capital levels. We were in full compliance with all debt covenants
as of September 30, 2004.

Downgrades in the first quarter of 2003 by FitchRatings and Standard & Poor's
Rating Service of our long-term credit rating to BBB from BBB+ due to asset
quality deterioration and increased nonperforming assets have not and are not
expected to materially affect our liquidity position. Our short-term credit
rating remained unchanged at F2 and A-2, respectively. Separately, in the second
quarter of 2003 and in the third quarter of 2004, Moody's Investors Service
affirmed our outstanding ratings of Baa-1 (long term) and P-2 (short term),
after their review for a possible downgrade. We believe that our capital
position provides enough financial flexibility to deal with a degree of
additional credit deterioration, if such were to occur.

Our Oakland County branch expansion plan will pose a challenge to liquidity as
both the capital investment and loan growth will require incremental funding. We
anticipate that through a combination of wholesale funding and deposit
generation from both the new Oakland County branches and the existing branch
network, we will be able to fund all aspects of the expansion plan. In addition,
the combined effect of the third quarter 2004 sale of the Illinois Bank, the
prepayment of FHLB advances and the replacement of the prepaid advance with
lower rate borrowings had a neutral impact on liquidity.

We also have contingent letter of credit commitments that may impact liquidity.
Since many of these commitments historically have expired without being drawn
upon, the total amount of these commitments does not necessarily represent our
future cash requirements in connection with them. Further information on these
commitments is presented in Note 10 to the Consolidated Financial Statements in
this report. We have sufficient liquidity and capital resources to meet
presently known short-term and long-term cash flow requirements.

INTEREST RATE RISK

Interest rate risk arises when the repricing structures of our assets and
liabilities differ significantly. Interest rate risk can result from a mismatch
in the timing of the repricing of assets and liabilities, option risk which can
alter the expected timing of repricing of certain assets or liabilities, or
basis risk. Basis risk occurs when assets and liabilities reprice at the same
time but based on different market rates, and when those market rates change by
different amounts. Many assets and liabilities contain embedded options which
allow customers, and entities associated with our investments and wholesale
funding, the opportunity to prepay loans or securities prior to maturity, or to
withdraw or reprice deposits or other funding instruments prior to maturity. Our
Asset / Liability Committee (ALCO) monitors asset, liability, and
off-balance-sheet portfolios to ensure comprehensive management of interest rate
risk. The Asset / Liability management process includes monitoring contractual
and expected repricing of assets and liabilities as well as forecasting earnings
under different interest rate scenarios and balance sheet structures with the
objective of insulating net interest income from large swings attributable to

32

changes in market interest rates. Our static interest rate sensitivity, commonly
referred to as repricing "GAP," as of September 30, 2004 and 2003 is illustrated
in the table below.

INTEREST RATE SENSITIVITY

(1) Incorporates prepayment projections for certain assets which may
shorten the time frame for repricing or maturity compared to
contractual runoff.

(2) Balances exclude mortgage loans held for sale.

(3) Includes interest bearing savings and demand deposits of $1.490 billion
and $906 million in 2004 and 2003, respectively, in the less than one
year category, and $1.173 billion and $1.005 billion, respectively in
the over one year category, based on historical trends for these
noncontractual maturity deposit types, which reflects industry
standards.

(4) GAP is the excess of rate sensitive assets (liabilities).

As shown in the table above, as of September 30, 2004, rate sensitive assets
repricing within one year exceeded rate sensitive liabilities repricing within
one year by $128 million, compared with September 30, 2003 when rate sensitive
assets repricing within one year exceeded rate sensitive liabilities within one
year by $642 million. These results suggest an interest rate risk position which
is not significantly mismatched; however, embedded options can change the
repricing characteristics of assets, liabilities, and off-balance sheet hedges
thereby changing the repricing position from that outlined above. Further,

33

basis risk is not captured by repricing gap analysis. Because of these
limitations, we use income simulation modeling to evaluate the impact of market
interest rate changes on the Company's net interest income.

We may, from time-to-time, use derivative contracts to help manage or hedge our
exposure to interest rate risk and to market value risk in conjunction with our
mortgage banking operations. We currently use interest rate swaps, mortgage loan
commitments and forward mortgage loan sales. Interest rate swaps are contracts
with a third party (the "counter-party") to exchange interest payment streams
based upon an assumed principal amount (the "notional amount"). The notional
amount is not advanced from the counter-party. Swap contracts are carried at
fair value on the consolidated balance sheet with the fair value representing
the net present value of expected future cash receipts or payments based on
market interest rates as of the balance sheet date. The fair values of the
contracts change daily as market interest rates change. Further discussion of
derivative instruments is included in Notes 1 and 18 to the Consolidated
Financial Statements in our 2003 Annual Report on Form 10-K and in Note 8 to the
Consolidated Financial Statements presented in this report.

Holding residential mortgage loans for sale and committing to fund residential
mortgage loan applications at specific rates exposes us to market value risk
caused by changes in interest rates during the period from rate commitment
issuance until sale. To minimize this risk, we enter into mandatory forward
commitments to sell residential mortgage loans at the time a rate commitment is
issued. These mandatory forward commitments and the related commitments to fund
residential mortgage loan applications at specific rates are considered
derivatives under SFAS 133. Our practice to hedge our market value risk with
mandatory forward commitments has been effective and has not generated any
material gains or losses. As of September 30, 2004, we had forward commitments
to sell mortgage loans of $34.0 million.

We performed simulations as of September 30, 2004 to evaluate the impact of
market rate changes on net interest income over the following 12 months assuming
limited changes to balance sheet levels over that time period. If market
interest rates were to increase immediately by 100 or 200 basis points (a
parallel and immediate shift along the yield curve) net interest income is
expected to be lower by 0.4% and 1.2%, respectively, of what it would be if
rates were to remain at September 30, 2004 levels. An immediate 50 basis point
parallel decline in market rates is expected to reduce net interest income over
the following 12 months by 0.6% of what it would be if rates remain constant
over the entire time period at September 30, 2004 levels. Net interest income is
not only affected by the level and direction of interest rates, but also by the
shape of the yield curve, pricing spreads in relation to market rates, balance
sheet growth, the mix of different types of assets or liabilities, and the
timing of changes in these variables. A flattening of the curve would exacerbate
the negative impact on net interest income. Scenarios different from those
outlined above, whether different by only timing, level, or a combination of
these or other factors, could produce different results.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

There has been no material change in the information concerning quantitative and
qualitative disclosures about market risk contained in Item 7A of Citizens' 2003
Annual Report on Form 10-K, except as set forth in Item 2. Management's
Discussion and Analysis of Financial Condition and Results of Operations -
Interest Rate Risk.

ITEM 4. CONTROLS AND PROCEDURES

As of the end of the period covered by this report, the Company carried out an
evaluation, under the supervision and with the participation of its management,
including its Chief Executive Officer and Chief Financial Officer, of the
effectiveness of the design and operation of the Company's disclosure controls
and procedures pursuant to Rule 13a-15 of the Securities Exchange Act of 1934.
Based upon that evaluation, the Company's Chief Executive Officer and Chief
Financial Officer concluded that our disclosure controls and procedures are
effective to cause the material information required to be disclosed by the
Company in the reports that it files or submits under the Securities Exchange
Act of 1934 to be recorded, processed, summarized and reported within the time
periods specified in the Commission's rules and forms. No changes in the
Company's internal control over financial reporting occurred during the quarter
ended September 30, 2004 that have materially affected, or are reasonably likely
to materially affect, the Company's internal control over financial reporting.

34

PART II - OTHER INFORMATION

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

(a) In October 2001, our Board of Directors approved the repurchase of up to
3,000,000 shares of our common stock from time to time in the market and in
October 2003, the Board approved the repurchase of an additional 3,000,000
shares. There is no expiration date for the repurchase program. The stock
repurchase program announced in October 2001 was completed on August 12, 2004.
Citizens repurchased the shares at an overall average price of $28.56. As of
September 30, 2004, 2,933,800 shares remain to be purchased under the current
program. The purchase of our shares is subject to limitations that may be
imposed by applicable securities laws and regulations and the rules of the
Nasdaq Stock Market. The timing of the purchases and the number of shares to be
bought at any one time depend on market conditions and our capital requirements.
There can be no assurance that we will repurchase the remaining shares
authorized to be repurchased, or that any additional repurchases will be
authorized by our Board of Directors.

ITEM 6. EXHIBITS

10.19 Citizens Banking Corporation Management Incentive Plan,
amended and restated as of January 1, 2004.

10.20 Form of Nonqualified Stock Option Agreement for Nonemployee
Directors under the Citizens Banking Corporation Stock
Compensation Plan

10.21 Form of Nonqualified Stock Option Agreement for Employees
under the Citizens Banking Corporation Stock Compensation Plan

10.22 Form of Restricted Stock Agreement under the Citizens Banking
Corporation Stock Compensation Plan

31.1 Certification of Chief Executive Officer pursuant to Rule
13a-14(a) of the Securities Exchange Act

31.2 Certification of Chief Financial Officer pursuant to Rule
13a-14(a) of the Securities Exchange Act

32.1 Certification pursuant to 18 U.S.C. Section 1350 and Rule
13a-14(b) of the Securities Exchange Act

35

SIGNATURES

Pursuant to the requirements 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

Date: November 5, 2004 By /s/ Charles D. Christy
---------------- ------------------------------------
Charles D. Christy
Chief Financial Officer
(Principal Financial Officer,
Principal Accounting Officer and
duly authorized officer)

36

10-Q EXHIBIT INDEX

EXHIBIT NO. DESCRIPTION
- ----------- -----------------------------------------------------------------

10.19 Citizens Banking Corporation Management Incentive Plan, amended
and restated as of January 1, 2004.

10.20 Form of Nonqualified Stock Option Agreement for Nonemployee
Directors under the Citizens Banking Corporation Stock
Compensation Plan

10.21 Form of Nonqualified Stock Option Agreement for Employees under
the Citizens Banking Corporation Stock Compensation Plan

10.22 Form of Restricted Stock Agreement under the Citizens Banking
Corporation Stock Compensation Plan

31.1 Certification of Chief Executive Officer pursuant to Rule
13a-14(a) of the Securities Exchange Act of 1934

31.2 Certification of Chief Financial Officer pursuant to Rule
13a-14(a) of the Securities Exchange Act of 1934

32.1 Certification pursuant to 18 U.S.C. Section 1350 and Rule
13a-14(b) of the Securities Exchange Act of 1934

37