CITIZENS BANKING CORPORATION
(Amended and Restated as of January 15, 1988)
[includes amendments through March 28, 2003]
SECTION 1. PRINCIPAL OFFICE. The principal office of the corporation shall be at such place as the board
of directors shall from time to time determine.
SECTION 2. OTHER OFFICES. The corporation may also have offices at such other places both within and
outside the State of Michigan as the board of directors may from time to time determine or the business of the
corporation may require.
SECTION 1. PLACE OF MEETINGS. All meetings of the shareholders of this corporation shall be held at such
time and place, either within or outside the State of Michigan, as shall be designated from time to time by the
board of directors and stated in the notice of the meeting, or, at the direction of the board of directors to the
extent permitted by applicable law, may be held by remote communication. The board of directors may allow
participation at any meeting of shareholders by remote communication.
SECTION 2. ANNUAL MEETING OF SHAREHOLDERS. The annual meeting of shareholders shall be held
on the third Tuesday of April, if not a legal holiday, and if a legal holiday then the next business day following, at
a.m., or at such other date and time as shall be designated from time to time by the board of directors and stated
in the notice of the meeting. At said meeting, shareholders shall elect the directors to be elected at such meeting,
and shall transact such other business as may properly be brought before the meeting.
SECTION 3. SPECIAL MEETINGS OF SHAREHOLDERS. Special meetings of the shareholders, for any
purpose or purposes, unless otherwise prescribed by statute or by the articles of incorporation, may be called by
the chairman of the board of directors or by the president and shall be called by the president or secretary at the
request in writing of a majority of the board of director